瑞穗金融美股招股说明书(2026-06-30版)

Mizuho Financial Group, Inc. U.S.$1,650,000,000 4.782% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2030U.S.$1,250,000,000 4.965% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2032U.S.$1,000,000,000 5.337% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2037U.S.$1,000,000,000 5.824% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2047U.S.$700,000,000 Senior Callable Floating Rate Notes due 2030U.S.$1,000,000,000 Senior Callable Floating Rate Notes due 2032 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 aggregateprincipal amount of $1,650,000,000 of senior callable fixed-to-fixed reset rate notes due July13, 2030 (the “4-year Notes”), $1,250,000,000 of senior callable fixed-to-fixed reset rate notesdue July13, 2032 (the “6-year Notes”), $1,000,000,000 of senior callable fixed-to-fixed reset rate notes due July13, 2037 (the “11-year Notes”), and an aggregate principal amount of$1,000,000,000 of senior callable fixed-to-fixed reset rate notes due July13, 2047 (the “21-year Notes” and, together with the 4-year Notes, the 6-year Notes and the 11-year Notes, the“Fixed-to-Fixed Reset Rate Notes”). The 4-year Notes will bear interest (i)from (and including) July13, 2026 to (but excluding) July13, 2029 (the “4-year Notes Reset Date”), at the fixed rate of 4.782% per annum,payable semi-annually in arrears on January13 and July13 of each year, with the first interest payment to be made on January13, 2027, and (ii)from (and including) the 4-year Notes ResetDate 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 4-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 0.68%, payable semi-annually in arrears on January13, 2030 and July13, 2030. The 4-year Notes will mature on July13, 2030. The 6-year Notes will bear interest (i)from (and including) July13, 2026 to (but excluding) July13, 2031 (the “6-year Notes Reset Date”), at the fixed rate of 4.965% per annum,payable semi-annually in arrears on January13 and July13 of each year, with the first interest payment to be made on January13, 2027, and (ii)from (and including) the 6-year Notes ResetDate 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 6-year Notes ResetDetermination 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 0.83%, payablesemi-annually in arrears on January13, 2032 and July13, 2032. The 6-year Notes will mature on July13, 2032. The 11-year Notes will bear interest (i)from (and including) July13, 2026 to (but excluding) July13, 2036 (the “11-year Notes Reset Date”), at the fixed rate of 5.337% per annum,payable semi-annually in arrears on January13 and July13 of each year, with the first interest payment to be made on January13, 2027, and (ii)from (and including) the 11-year Notes ResetDate 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 ResetDetermination 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 0.97%, payablesemi-annually in arrears on January13, 2037 and July13, 2037. The 11-year Notes will mature on July13, 2037. The 21-year Notes will bear interest (i)from (and including) July13, 2026 to (but excluding) July13, 2046 (the “21-year Notes Reset Date”), at the fixed rate of 5.824% per annum,payable semi-annually in arrears on January13 and July13 of each year, with the first interest payment to be made on January13, 2027, and (ii)from (and including) the 21-year Notes ResetDate 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 21-year Notes ResetDetermination 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 0.97%, payablesemi-annually in arrears on January13, 2047 and July13, 2047. The 21-year Notes will mature on July13, 2047. Mizuho Financial Group will also issue an aggregate principal amount of $700,000,000 of senior callable floating rate notes due July13, 2030 (the “4-year Floating Rate Notes”). The4-year Floating Rate Notes will bear interest commencing July13, 2026 at a floating per annum rate equal to Compounded Daily SOFR (as defined below), plus 0.85%, determined asdescribed under “Description of the Notes—Floating