Nomura Hldgs SEC Filings

Nomura America Finance priced $667,000 Senior Global Medium‑Term Notes linked to Tesla, Inc. stock, fully and unconditionally guaranteed by Nomura Holdings. The notes carry a 4.25% quarterly contingent coupon (17.00% per annum) when TSLA’s closing value is at or above the $261.09 barrier (60% of the initial value). The initial value is $435.15. An automatic call may occur on or after April 15, 2026 if TSLA is at or above the $435.15 call barrier, paying principal plus the relevant coupon.

The price to public is 100%, with a 4.00% agent’s commission and 96.00% proceeds to the issuer ($640,320). The estimated value is $930.00 per $1,000 at trade, below the offering price. If not called, at maturity on October 19, 2028 investors receive principal plus the final coupon if TSLA is at or above the barrier; otherwise, repayment is reduced 1‑for‑1 with TSLA’s decline, down to a total loss. The notes are unsecured, not listed, and sold in $1,000 denominations.

Nomura Holdings, Inc. furnished a monthly update on its share repurchase program via Form 6‑K. Under a Board authorization dated April 25, 2025 (repurchase period from May 15, 2025 to December 30, 2025, excluding the ten business days following the announcement of each quarterly financial results), the program allows up to 100,000,000 shares or JPY 60,000,000,000.

No shares were repurchased during September 2025. Cumulatively as of September 30, 2025, Nomura has repurchased 66,790,900 shares for JPY 59,999,913,930, representing 66.8% of the authorized share amount and 100.0% of the authorized yen amount.

During the month, 138,000 shares of treasury stock were disposed upon the exercise of stock acquisition rights for an aggregate JPY 78,798,000. As of September 30, 2025, total issued shares were 3,163,562,601 and shares held in treasury were 229,574,431.

Nomura Holdings disclosed its share buyback activity for August 1–31, 2025. The company had an authorized repurchase of 100,000,000 shares with a total authorization amount of ¥60,000,000,000. During the month it repurchased 66,790,900 shares for ¥59,999,913,930, representing 66.8% of the authorized share count and 100.0% of the authorized monetary amount. Separately, the report lists 2,000 shares disposed for ¥1,142,000 and an additional disposition of 128,500 shares for ¥67,673,500. The filing also reports total shares of 3,163,562,601 and 229,710,843 shares tied to a contribution-in-kind of monetary compensation claims as of August 31, 2025.

Nomura Holdings disclosed a short Form 6-K reporting a purchase of voting rights in a Japanese retailer. The report, signed by Senior Managing Director Yoshifumi Kishida, shows Nomura acquired 4,634 voting rights in SAIKAYA DEPARTMENT STORE CO., LTD. The filing includes a contact name, Kenji Yamashita, and a telephone number. No financial amounts, percentages of ownership, consideration paid, or changes to control are provided in the text.

Nomura Holdings, Inc. filed an amendment to its Form 6-K to correct Exhibit 1 disclosure under the caption describing business segment results for Investment Management. The amendment presents corrected numeric comparisons for both annual and quarterly periods. For the year ended March 31 the table shows 39.1 and 40.7 (columns labeled 2024 and 2025) and additional figures including 8.6, 9.9, 15.1, 47.7, and 50.6. For the three months ended June 30 the table repeats the same line items with the same numeric values. The filing is executed by Yoshifumi Kishida, Senior Managing Director, and states that except for the corrections shown, no other amendments to the original 6-K or its exhibits are being made.

Nomura Holdings, Inc. (NMR) is offering fixed-rate resetting subordinated debt securities governed by New York law and cleared through DTC. The securities will be issued in minimum denominations of $200,000 and bear a fixed rate until a reset date, after which the rate will equal a U.S. Treasury rate plus a specified spread. Approval in-principle has been received for listing on the SGX-ST. The prospectus discloses contractual loss-absorption features: upon a regulatory "Non-Viability Event" or a Bankruptcy Event the principal and unpaid interest of dated and perpetual subordinated securities may be written down to zero and cancelled, and holders waive rights to pursue claims except for amounts already due and unpaid. The issuer completed a share buyback (66,790,900 shares for ¥59,999,913,930). Financial amounts are presented in yen; Form 20-F and Forms 6-K are incorporated by reference.

Nomura Holdings, Inc. prospectus language details how Japanese TLAC and Deposit Insurance Act resolution powers affect holders of senior, dated subordinated and perpetual subordinated debt issued by Nomura. The prospectus explains that dated and perpetual subordinated securities include contractual loss-absorption provisions that permit full write-down or conversion to equity upon a Non-Viability Event or Bankruptcy Event, meaning holders could lose the entire value of their investment. Senior debt may be protected differently but could be subject to transfers to a bridge institution, attachment prohibitions and loss in court-administered insolvency proceedings. The filing also lists cash and balance figures (millions of yen) as of June 30, 2025 and discloses completion of a share buyback of 66,790,900 shares for yen59,999,913,930 on July 28, 2025. The prospectus incorporates Form 20-F and Form 6-K references for further detail.