Filed Pursuant to Rule 424(b)(2)
Registration No. 333-233354
PROSPECTUS SUPPLEMENT
(To prospectus dated August 19, 2019)
Mizuho Financial Group, Inc.
$1,100,000,000 1.554% Senior Callable Fixed-to-Fixed Reset
Rate Notes due 2027
$650,000,000 2.260% 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 $1,100,000,000 of senior callable fixed-to-fixed reset rate notes due July 9, 2027 (the 6-year Notes) and an aggregate principal amount of $650,000,000 of senior callable fixed-to-fixed reset rate
notes due July 9, 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) July 9, 2021 to (but excluding) July 9, 2026, at the fixed rate of 1.554% per annum, payable semi-annually in arrears on January 9 and July 9 of each year, with the first interest payment to be made on
January 9, 2022, and (ii) from (and including) July 9, 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 0.75%, payable semi-annually in arrears on January 9, 2027 and July 9, 2027. The
6-year Notes will mature on July 9, 2027.
The 11-year Notes will bear interest (i) from (and including) July 9, 2021 to (but excluding)
July 9, 2031, at the fixed rate of 2.260% per annum, payable semi-annually in arrears on January 9 and July 9 of each year, with the first interest payment to be made on January 9, 2022, and (ii) from (and including) July 9, 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 0.90%, payable semi-annually in arrears on January 9, 2032 and July 9, 2032. The 11-year Notes will mature on July 9, 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 below). 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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1,750,000,000
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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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6,775,000
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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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1,743,225,000
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(1)
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Plus accrued interest from July 9, 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 July 9, 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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J.P. Morgan
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Citigroup
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Joint Lead Manager
BofA Securities
Senior Co-Managers
Co-Managers
Daiwa Capital Markets
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Academy Securities
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BBVA
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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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Crédit Agricole CIB
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Bank of Ireland
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ICBC (Asia)
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KKR
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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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Santander
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Siebert Williams Shank
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TD Securities
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UBS Investment Bank
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Wells Fargo Securities
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The date of this prospectus supplement is July 6, 2021.