Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)

Filed Pursuant to Rule 433

Registration No. 333-266555

Pricing Term Sheet

Senior Callable Fixed-to-Fixed Reset Rate Notes due 2028


Issuer:		Mizuho Financial Group, Inc. (the “Issuer”)

Expected Security Ratings:*		A1 (Moody’s) / A- (S&P)

Securities Offered:		Aggregate principal amount of U.S.$1,000,000,000 5.414% senior callable fixed-to-fixed reset rate notes due 2028

Issue Price:		100.000%

Maturity Date:		September 13, 2028

Treasury Benchmark:		5-year U.S. Treasury, 3.125% due August 31, 2027

Treasury Benchmark Price / Yield:		98-29 1/4 / 3.364%

Spread to Treasury Benchmark:		205 basis points

Reoffer Yield:		5.414%

Coupon:		From and including September 13, 2022 to, but excluding, September 13, 2027 (the “Reset Date”), the Notes will bear interest at the fixed rate of 5.414% per annum. From and including the Reset Date to, but excluding, the Maturity Date, the Notes will bear interest at a fixed per annum rate equal to the applicable U.S. Treasury Rate (as defined in the preliminary prospectus supplement) as determined by The Bank of New York Mellon as calculation agent on the second Business Day (as defined below) immediately preceding the Reset Date, plus 2.05% (the “Reset Fixed Rate”). The determination of the applicable U.S. Treasury Rate and the Reset Fixed Rate is subject to the provisions set forth under “Description of the Notes—Fixed-to-Fixed Reset Rate Notes—Reset Fixed Rate Period” in the preliminary prospectus supplement.

Interest Payment Dates:		Semi-annually in arrears on March 13 and September 13 of each year, starting on March 13, 2023

Day Count:		30/360

Ranking:		Direct, unconditional, unsubordinated and unsecured obligations of the Issuer and rank pari passu and without preference among themselves and with all other unsecured obligations, other than subordinated obligations of the Issuer (except for statutorily preferred exceptions) from time to time outstanding.

Trade Date:		September 7, 2022

Settlement Date:		September 13, 2022 (T+4)

Business Days:		New York and Tokyo

Minimum Denomination:		U.S.$200,000 or integral multiples of U.S.$1,000 in excess thereof.



Optional Redemption:		The Issuer may redeem the Notes, at its option, in whole, but not in part, on September 13, 2027, upon not less than 15 nor more than 60 days’ prior notice, at a redemption price equal to the sum of 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption.

Use of Proceeds:		The Issuer intends to use the net proceeds of the offering to make a loan that is intended to qualify as internal TLAC under the Japanese TLAC Standard to Mizuho Bank, Ltd. (“Mizuho Bank”), and Mizuho Bank intends to utilize such funds for its general corporate purposes.

Listing:		Luxembourg Stock Exchange’s Euro MTF Market

Billing and Delivering:		Mizuho Securities USA LLC

Joint Lead Managers and Joint Bookrunners:		Mizuho Securities USA LLC and J.P. Morgan Securities LLC

Joint Lead Managers:		BofA Securities, Inc. and Citigroup Global Markets Inc.

Senior Co-Managers:		Danske Markets Inc., ING Financial Markets LLC and Natixis Securities Americas LLC

Co-Managers:		Daiwa Capital Markets America Inc., Academy Securities, Inc., BNY Mellon Capital Markets, LLC, CastleOak Securities, L.P., Citizens Capital Markets, Inc., Goldman Sachs & Co. LLC, Industrial and Commercial Bank of China (Asia) Limited, KKR Capital Markets LLC, Loop Capital Markets LLC, Mischler Financial Group, Inc., R. Seelaus & Co., LLC, Samuel A. Ramirez & Company, Inc. and TD Securities (USA) LLC

CUSIP:		60687Y CL1

ISIN:		US60687YCL11

Common Code:		249930652

*Note: A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, revision or withdrawal at any time by the assigning rating agencies.

This communication is intended for the sole use of the person to whom it is provided by us. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

The Issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the Issuer has filed with the SEC and which are incorporated by reference therein for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the preliminary prospectus supplement if you request it by calling Mizuho Securities USA LLC, toll free at 1-866-271-7403 or J.P. Morgan Securities LLC, at 1-212-834-4533.

No EEA or UK PRIIPs KID – No EEA or UK PRIIPs key information document (KID) has been prepared as not available to retail in EEA or the UK. See “Prohibition of Sales to EEA Retail Investors” and “Prohibition of Sales to UK Retail Investors” in the preliminary prospectus supplement.

Pricing Term Sheet

Senior Callable Fixed-to-Fixed Reset Rate Notes due 2033


Issuer:		Mizuho Financial Group, Inc. (the “Issuer”)

Expected Security Ratings:*		A1 (Moody’s) / A- (S&P)

Securities Offered:		Aggregate principal amount of U.S.$750,000,000 5.669% senior callable fixed-to-fixed reset rate notes due 2033

Issue Price:		100.000%

Maturity Date:		September 13, 2033

Treasury Benchmark:		10-year U.S. Treasury, 2.750% due August 15, 2032

Treasury Benchmark Price / Yield:		95-20 / 3.269%

Spread to Treasury Benchmark:		240 basis points

Reoffer Yield:		5.669%

Coupon:		From and including September 13, 2022 to, but excluding, September 13, 2032 (the “Reset Date”), the Notes will bear interest at the fixed rate of 5.669% per annum. From and including the Reset Date to, but excluding, the Maturity Date, the Notes will bear interest at a fixed per annum rate equal to the applicable U.S. Treasury Rate (as defined in the preliminary prospectus supplement) as determined by The Bank of New York Mellon as calculation agent on the second Business Day (as defined below) immediately preceding the Reset Date, plus 2.40% (the “Reset Fixed Rate”). The determination of the applicable U.S. Treasury Rate and the Reset Fixed Rate is subject to the provisions set forth under “Description of the Notes—Fixed-to-Fixed Reset Rate Notes—Reset Fixed Rate Period” in the preliminary prospectus supplement.

Interest Payment Dates:		Semi-annually in arrears on March 13 and September 13 of each year, starting on March 13, 2023

Day Count:		30/360

Ranking:		Direct, unconditional, unsubordinated and unsecured obligations of the Issuer and rank pari passu and without preference among themselves and with all other unsecured obligations, other than subordinated obligations of the Issuer (except for statutorily preferred exceptions) from time to time outstanding.

Trade Date:		September 7, 2022

Settlement Date:		September 13, 2022 (T+4)

Business Days:		New York and Tokyo

Minimum Denomination:		U.S.$200,000 or integral multiples of U.S.$1,000 in excess thereof.



Optional Redemption:		The Issuer may redeem the Notes, at its option, in whole, but not in part, on September 13, 2032, upon not less than 15 nor more than 60 days’ prior notice, at a redemption price equal to the sum of 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption.

Use of Proceeds:		The Issuer intends to use the net proceeds of the offering to make a loan that is intended to qualify as internal TLAC under the Japanese TLAC Standard to Mizuho Bank, Ltd. (“Mizuho Bank”), and Mizuho Bank intends to utilize such funds for its general corporate purposes.

Listing:		Luxembourg Stock Exchange’s Euro MTF Market

Billing and Delivering:		Mizuho Securities USA LLC

Joint Lead Managers and Joint Bookrunners:		Mizuho Securities USA LLC and J.P. Morgan Securities LLC

Joint Lead Managers:		BofA Securities, Inc. and Citigroup Global Markets Inc.

Senior Co-Managers:		Danske Markets Inc., ING Financial Markets LLC and Natixis Securities Americas LLC

Co-Managers:		Daiwa Capital Markets America Inc., Academy Securities, Inc., BNY Mellon Capital Markets, LLC, CastleOak Securities, L.P., Citizens Capital Markets, Inc., Goldman Sachs & Co. LLC, Industrial and Commercial Bank of China (Asia) Limited, KKR Capital Markets LLC, Loop Capital Markets LLC, Mischler Financial Group, Inc., R. Seelaus & Co., LLC, Samuel A. Ramirez & Company, Inc. and TD Securities (USA) LLC

CUSIP:		60687Y CM9

ISIN:		US60687YCM93

Common Code:		249930679

*Note: A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, revision or withdrawal at any time by the assigning rating agencies.