瑞穗金融美股招股说明书(2026-06-29版)

Mizuho Financial Group, Inc. U.S.$% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2030U.S.$% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2032U.S.$% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2037U.S.$% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2047U.S.$Senior Callable Floating Rate Notes due 2030U.S.$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 aggregate principal amount of $of senior callable fixed-to-fixed reset rate notes due July, 2030 (the “4-year Notes”),$of senior callable fixed-to-fixed reset rate notes due July, 2032 (the “6-year Notes”), $of senior callable fixed-to-fixed reset rate notesdue July, 2037 (the “11-year Notes”), and an aggregate principal amount of $of senior callable fixed-to-fixed reset rate notes due July, 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) July, 2026 to (but excluding) July, 2029 (the “4-year Notes Reset Date”), at the fixedrate of% per annum, payable semi-annually in arrears on Januaryand Julyof each year, with the first interest payment to be made on January,2027, and (ii)from (and including) the 4-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 4-year Notes Reset Determination Date (as defined below) asdescribed under “Description of the Notes—Fixed-to-Fixed Reset Rate Notes—Determination of the U.S. Treasury Rate,” plus%, payable semi-annually inarrears on January, 2030 and July, 2030. The 4-year Notes will mature on July, 2030. The 6-year Notes will bear interest (i)from (and including) July, 2026 to (but excluding) July, 2031 (the “6-year Notes Reset Date”), at the fixedrate of% per annum, payable semi-annually in arrears on Januaryand Julyof each year, with the first interest payment to be made on January,2027, 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 determined by the Calculation Agent on the 6-year Notes Reset Determination Date (as defined below) as described under “Description of theNotes—Fixed-to-Fixed Reset Rate Notes—Determination of the U.S. Treasury Rate,” plus%, payable semi-annually in arrears on January, 2032 andJuly, 2032. The 6-year Notes will mature on July, 2032. The 11-year Notes will bear interest (i)from (and including) July, 2026 to (but excluding) July, 2036 (the “11-year Notes Reset Date”), at the fixedrate of% per annum, payable semi-annually in arrears on Januaryand Julyof each year, with the first interest payment to be made on January,2027, 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 theNotes—Fixed-to-Fixed Reset Rate Notes—Determination of the U.S. Treasury Rate,” plus%, payable semi-annually in arrears on January, 2037 andJuly, 2037. The 11-year Notes will mature on July, 2037. The 21-year Notes will bear interest (i)from (and including) July, 2026 to (but excluding) July, 2046 (the “21-year Notes Reset Date”), at the fixedrate of% per annum, payable semi-annually in arrears on Januaryand Julyof each year, with the first interest payment to be made on January,2027, and (ii)from (and including) the 21-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 21-year Notes Reset Determination Date (as defined below) as described under “Description of theNotes—Fixed-to-Fixed Reset Rate Notes—Determination of the U.S. Treasury Rate,” plus%, payable semi-annually in arrears on January, 2047 andJuly, 2047. The 21-year Notes will mature on July, 2047. Mizuho Financial Group will also issue an aggregate principal amount of $of senior callable floating rate notes due July, 2030 (the “4-yearFloating Rate Notes”). The 4-year Floating Rate Notes will bear interest commencing July, 2026 at a floating per annum rate equal to Compounded DailySOFR (as defined below), plus%, determined as described under “Description of the Notes—Floating Rate Notes,” payable quarterly in arrears onJanuary, April, Julyand Octoberof each year, beginning on October, 2026, subject to adjustments. The 4-year Floating Rate Notes will matureon July, 2030. Mizuho Financial Group will also issue an aggregate principal amount of $of senior callable floating rate n