Mizuho Financial Group entered into a perpetual subordinated indenture with The Bank of New York Mellon on September 14, 2026, creating a framework for unsecured securities issued in one or more series. For investors, the agreement sets the governing mechanics for authentication, payments, subordination, interest cancellation, Redemption and related holder rights.

Key Highlights

  • The terms include write-down and cancellation provisions, along with going-concern write-down and write-up mechanisms.
  • Interest provisions cover optional and mandatory cancellation, limits on interest payable and cessation of accrual.
  • Trustee and holder rights address remedies, redemption, repurchase, supplemental indentures and subordination upon a Liquidation event.

Mizuho Financial Group, Inc. (NYSE: MFG) entered into a perpetual subordinated indenture dated September 14, 2026, with The Bank of New York Mellon serving as trustee. Its terms address the authentication, delivery and administration of those securities.

Framework For Future Securities

The indenture allows securities to be issued in principal amounts authorised under its terms. Provisions cover the form of each instrument, its denomination, interest payments, registration, transfer and exchange. The framework also addresses temporary securities, replacement of mutilated, defaced, destroyed, lost or stolen securities, cancellations and the assignment of CUSIP, ISIN numbers and common codes. Japanese Withholding tax and additional amounts are covered in separate provisions. The indenture includes provisions concerning certain certificates, reports and statements under the agreement, including notices concerning breaches and securityholder lists. The indenture also sets rules for paying agents and offices used for payments.

Subordination And Interest Terms

The securities are subject to subordination provisions, including treatment upon a liquidation event. Interest provisions include an agreement concerning cancellation, optional cancellation of interest payments and mandatory cancellation resulting from an interest payable amount limitation. The indenture also addresses the cessation of interest accrual and the calculation of interest payments after a Capital ratio event or a write-up of the securities. Separate provisions govern write-down and cancellation, including notices and additional procedures. Going-concern write-downs and write-ups are also addressed, with rules covering notices and the process for a write-up event.

Trustee And Holder Rights

The Bank of New York Mellon’s role includes duties and responsibilities as trustee, rights to rely on officers’ certificates, and provisions covering compensation and indemnification. The agreement also sets procedures for resignation, removal and appointment of a successor trustee. Securityholders receive defined procedures for evidence of action, proof of execution and treatment as owners. The indenture also sets limits on holder actions while preserving an unconditional right to bring certain suits. The agreement contains provisions for supplemental indentures, consolidation, merger, sale or conveyance, satisfaction and discharge, unclaimed money and redemption or repurchase of securities. New York law governs the indenture, which also includes provisions concerning jurisdiction, jury-trial waiver, the Patriot Act and FATCA.