Filed Pursuant to Rule 424(b)(2)
Registration No. 333-233354
PROSPECTUS SUPPLEMENT
(To prospectus dated August 19, 2019)
Mizuho Financial Group, Inc.
$1,400,000,000 1.234% Senior Callable Fixed-to-Fixed Reset
Rate Notes due 2027
$600,000,000 2.172% Senior Callable Fixed-to-Fixed Reset 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 $1,400,000,000 of senior callable fixed-to-fixed reset rate notes due May 22, 2027 (the 6-year Notes) and an aggregate principal amount of $600,000,000
of senior callable fixed-to-fixed reset rate notes due May 22, 2032 (the 11-year Notes and, together with the 6-year Notes, the Notes).
The 6-year Notes will bear interest (i) from (and including) February 22, 2021 to (but excluding) May 22, 2026, at the fixed rate of
1.234% per annum, payable semi-annually in arrears on May 22 and November 22 of each year, with the first interest payment to be made on November 22, 2021 (there will therefore be a long first coupon on the 6-year Notes), and (ii) from (and
including) May 22, 2026 to (but excluding) the maturity date, at a fixed per annum rate equal to the applicable U.S. Treasury Rate (as defined herein) as determined by the Calculation Agent (as defined herein) on the 6-year Notes Reset Determination
Date (as defined herein) as described under Description of the NotesReset Fixed Rate Period, plus 0.67%, payable semi-annually in arrears on November 22, 2026 and May 22, 2027. The 6-year Notes will mature on May 22, 2027.
The 11-year Notes will bear interest (i) from (and including) February 22, 2021 to (but excluding) May 22, 2031, at the fixed rate of 2.172%
per annum, payable semi-annually in arrears on May 22 and November 22 of each year, with the first interest payment to be made on November 22, 2021 (there will therefore be a long first coupon on the 11-year Notes), and (ii) from (and including) May
22, 2031 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 herein) as described under
Description of the NotesReset Fixed Rate Period, plus 0.87%, payable semi-annually in arrears on November 22, 2031 and May 22, 2032. The 11-year Notes will mature on May 22, 2032.
Mizuho Financial Group may redeem, at its option, the Notes of each series, 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 NotesOptional Redemption. In addition, Mizuho Financial Group may at its option redeem the 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 NotesOptional Tax 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 and registered 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 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.
Each series of the Notes is intended to qualify as external total loss-absorbing capacity (TLAC) debt under the Japanese TLAC
Standard (as defined herein). The Notes will be Mizuho Financial Groups 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 Financial Group (except for statutorily preferred exceptions) from time to time outstanding. See also Risk FactorsRisks Relating to the NotesThe Notes will be structurally
subordinated to the liabilities of our subsidiaries, including Mizuho Bank and Mizuho Trust & Banking.
Approval-in-principle has been received for the listing and quotation of the Notes on the Official List of the Singapore Exchange Securities Trading Limited (the SGX-ST). The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained herein. Admission of the
Notes to the Official List of the SGX-ST and quotation of the Notes on the SGX-ST are not to be taken as an indication of the merits of Mizuho Financial Group, its
subsidiaries and associated companies or the Notes.
Investing in the Notes involves risks. You should carefully consider the risk
factors set forth in Item 3.D. Key InformationRisk Factors of our most recent annual report on Form 20-F filed with the U.S. Securities and Exchange Commission (the SEC), and
in the Risk Factors section beginning on page S-9 of this prospectus supplement before making any decision to invest in the Notes.
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Per 6-year Note
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Per 11-year Note
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Total
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Public offering price(1)
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100.000%
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100.000%
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$
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2,000,000,000
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Underwriting commission
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0.350%
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0.450%
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$
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7,600,000
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Proceeds, before expenses, to us(1)
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99.650%
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99.550%
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$
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1,992,400,000
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(1)
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Plus accrued interest from February 22, 2021, if settlement occurs after that date.
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Neither the SEC nor any state securities commission has approved or disapproved of the Notes or passed upon the adequacy or accuracy of
this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The Notes
offered by this prospectus supplement and the accompanying prospectus are being offered by the underwriters, subject to prior sale, withdrawal, cancellation or modification of the offer without notice, to delivery to and acceptance by the
underwriters and to certain further conditions. It is expected that the Notes will be delivered in book-entry form only, on or about February 22, 2021, through the facilities of DTC and its participants, including Euroclear and Clearstream.
Joint Lead Managers and Joint Bookrunners
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Mizuho Securities
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BofA Securities
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J.P. Morgan
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Joint Lead Manager
Goldman Sachs & Co. LLC
Senior Co-Managers
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Citigroup
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Crédit Agricole CIB
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Natixis
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Co-Managers
Daiwa Capital Markets
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Société Générale Corporate &
Investment Banking
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Academy Securities
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Barclays
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BNY Mellon Capital Markets, LLC
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CastleOak Securities, L.P.
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CIBC Capital Markets
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Citizens Capital Markets
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KKR
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Lloyds Securities
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Loop Capital Markets
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R. Seelaus & Co., LLC
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Ramirez & Co., Inc.
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Siebert Williams Shank
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The date of this prospectus supplement is February 16, 2021.