Mizuho Financial Group Files Preliminary Prospectus for Resetting Perpetual Subordinated Notes

Offering Overview

Mizuho Financial Group, Inc. has filed a preliminary prospectus supplement on Form 424B5 for the offering of U.S. Dollar-denominated Fixed Rate Resetting Perpetual Subordinated Notes.

Key Terms of the Securities

• Issuer: Mizuho Financial Group, Inc.
• Security: Fixed Rate Resetting Perpetual Subordinated Notes
• Maturity: Perpetual (no fixed maturity date or mandatory redemption)
• Interest Structure: Fixed coupon payable semi-annually in arrears on June 15 and December 15 through December 15, 2036. Beginning December 15, 2036, and every 5 years thereafter, the coupon resets based on the prevailing U.S. Treasury Rate plus a fixed spread.
• Subordination & Status: Direct, unsecured, conditional, and subordinated obligations ranking pari passu with other Additional Tier 1 / perpetual subordinated debt and senior to equity/preference shares. Subordinated to Senior Indebtedness upon liquidation.
• Regulatory Capital Treatment: Designed to qualify as Additional Tier 1 (AT1) capital and external Total Loss-Absorbing Capacity (TLAC) debt under Japanese banking regulations.
• Write-Down / Cancellation Provisions: Subject to discretionary and mandatory interest cancellation, as well as full or partial write-downs upon a Capital Ratio Event, Viability Event, or Bankruptcy Event.
• Listing: Application made to list on the Euro MTF Market of the Luxembourg Stock Exchange.
• Use of Proceeds: Downstreamed as a perpetual subordinated loan to Mizuho Bank, Ltd. for general corporate purposes.

Joint Bookrunners

• Mizuho, J.P. Morgan, BofA Securities, CIBC Capital Markets, and Société Générale.