MFG Mizuho Financial Group Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2024

Commission File Number 001-33098

Mizuho Financial Group, Inc.

(Translation of registrant’s name into English)

5-5, Otemachi 1-chome

Chiyoda-ku, Tokyo 100-8176

Japan

(Address of principal executive office)

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

Form 20-F ☒ Form 40-F ☐

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NO. 333-266555) AND TO BE A PART OF SUCH PROSPECTUS FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

SIGNATURES

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

November 14, 2024

Interim Dividends and Revision to Dividends Estimates

Mizuho Financial Group, Inc. (“MHFG”) hereby announces that its Board of Directors resolved today to pay interim dividends, with a record date of September 30, 2024, and to revise its estimates of the year-end and annual dividends per share for the fiscal year ending March 31, 2025, as set forth below.

We maintain a capital policy pursuing the optimum balance between capital adequacy, growth investment and enhancement of shareholder returns. In accordance with this initiative, we set forth the shareholder return policy pursuant to which progressive dividends are our principal approach while also executing flexible and intermittent share buybacks; we determine the amount of dividends based on the perspective of achieving steady growth of our stable earnings base, taking into consideration a dividend payout ratio of 40% as a guide.

Due to revising Consolidated Earnings Estimates for Fiscal 2024 upward in the Consolidated Financial Statements for the Second Quarter of Fiscal 2024 announced today, in accordance with our shareholder return policy, we determined to increase the interim dividends by ¥7.5 to ¥65.0 per share for the fiscal year ending March 31, 2025.

Additionally, we also revised the year-end dividend estimates from the previously estimated ¥57.5 to ¥65.0 per share, for an increase of ¥7.5. As a result, the annual dividends are estimated to be ¥130.0 per share, an increase of ¥15.0 from the previous estimates and that of ¥25.0 from the dividend paid for the fiscal year ended March 31, 2024.

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