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 2022
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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82- .
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NO. 333-266555) AND TO BE A PART OF SUCH PROSPECTUS FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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.
| Date: November 14, 2022 | ||
| Mizuho Financial Group, Inc. | ||
| By: | /s/ Makoto Umemiya | |
| Name: | Makoto Umemiya | |
| Title: | Deputy President & Senior Executive Officer / Group CFO | |
November 14, 2022
To whom it may concern
| Company Name | : Mizuho Financial Group, Inc. | |||
| Representative | : Masahiro Kihara, President and Group CEO | |||
| Head Office | : 1-5-5 Otemachi, Chiyoda-ku, Tokyo | |||
| Code Number | : 8411 (Prime Market of Tokyo Stock Exchange) |
Interim Dividends and Revision to the Year-end and Annual Dividends Estimates
Mizuho Financial Group, Inc. (“MHFG”) hereby announces that MHFG resolved at the meeting of its Board of Directors held today to pay interim dividends, with a record date of September 30, 2022, and to revise its estimates of the year-end and annual dividends per share for the fiscal year ending March 31, 2023, as set forth below.
| 1. | Interim dividends |
| Determined Items | Most recent estimates (announced on May 13, 2022) | Actual results for the fiscal year ended March 31, 2022 | ||||||||||
| Record date | September 30, 2022 | September 30, 2022 | September 30, 2021 | |||||||||
Dividends per share | ¥42.5 | ¥40.0 | ¥40.0 | |||||||||
Total amount of dividends | ¥107,889 million | - | ¥101,545 million | |||||||||
Effective date | December 6, 2022 | - | December 7, 2021 | |||||||||
Resource of dividends | Retained Earnings | - | Retained Earnings | |||||||||
| 2. | Revision of year-end and annual dividends estimates |
| Dividends per share | ||||||||||||
| Interim dividends | Year-end dividends | Annual dividends | ||||||||||
Previous estimates (A) | ¥40.0 | ¥40.0 | ¥80.0 | |||||||||
Revised estimates (B) | ¥42.5 | ¥85.0 | ||||||||||
Actual results for the fiscal year ending March 31, 2023 (B) | ¥42.5 | |||||||||||
Net change (B – A) | +¥2.5 | +¥2.5 | +¥5.0 | |||||||||
[Reference] | ||||||||||||
Actual results for the fiscal year ended March 31, 2022 | ¥40.0 | ¥40.0 | ¥80.0 | |||||||||
| 3. | Reasons |
From the fiscal year ended March 31, 2022, we have been 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.
Considering the financial results to date and other factors based on our shareholder return policy, we determined to increase by ¥2.5 to ¥42.5 per share as the interim dividends and the year-end dividend estimates, respectively. As a result, the annual dividends are estimated to be ¥85.0 per share, an increase of ¥5.0 from the previous estimates and the dividends paid for the fiscal year ended March 31, 2022.
End of document
This immediate release contains statements that constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, including estimates, forecasts, targets and plans. Such forward-looking statements do not represent any guarantee by management of future performance. You can also identify forward-looking statements by discussions of strategy, plans or intentions. These statements reflect our current views with respect to future events and are subject to risks, uncertainties and assumptions. Our views regarding dividends for fiscal 2022 set forth in this immediate release are based on our assessment of information regarding the business and market environment that are available as of the date of this immediate release and assumptions regarding factors that are currently uncertain and may impact our financial performance. Actual results may differ materially, for example, if our assessment of business and market environment and their impact on our business, financial condition and results of operations proves to be inaccurate. Other factors that could affect our financial condition and results of operations are included in “Item 3.D. Key Information—Risk Factors” and “Item 5. Operating and Financial Review and Prospects” in our most recent Form 20-F filed with the U.S. Securities and Exchange Commission (“SEC”), which is available in the Financial Information section of our web page at www.mizuhogroup.com and also at the SEC’s web site at www.sec.gov. We are under no obligation, and disclaim any obligation, to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by the rules of the Tokyo Stock Exchange.
