Nomura Hldgs SEC Filings

Nomura Holdings, Inc. (NMR) is offering US$1.0 billion of 7.000% Fixed-Rate Resetting Perpetual Subordinated Debt Securities. The notes will be issued on or about 1 July 2025 under a new subordinated indenture and will qualify as Additional Tier 1 (AT1) capital and external TLAC under Japanese regulation.

Key terms:

• Size: US$1,000,000,000 aggregate principal.
• Initial coupon: 7.000% per annum from 1 Jul 2025 to 14 Jan 2031, paid semi-annually on 15 Jan and 15 Jul (first payment 15 Jan 2026, long first period).
• Reset: Every five years from 15 Jan 2031 at U.S. Treasury Rate + 3.084%.
• Tenor: Perpetual; no fixed maturity and no investor put/right to accelerate.
• Ranking: Direct, unsecured, subordinated obligations; pari passu with other liquidation-parity liabilities and junior to senior indebtedness.
• Loss-absorption: Full or partial write-down after a Capital Ratio Event; full write-down after a Non-Viability or Bankruptcy Event.
• Discretionary interest: Nomura may cancel interest at its sole discretion; cancelled interest is non-cumulative and does not constitute default.
• Optional redemption: Issuer may redeem in whole (not part) on any reset date or upon certain tax/regulatory events at 100% of principal plus any unpaid, non-cancelled interest.
• Offer price: 100% of par; underwriting commission 1.000%; net proceeds before expenses US$990 million.
• Listing: In-principle approval granted for listing on the Singapore Exchange (SGX-ST).
• Settlement: Book-entry delivery via DTC, Euroclear and Clearstream on or about 1 Jul 2025.

The prospectus supplement highlights extensive risk factors, including discretionary interest cancellation, perpetual tenor, subordination, structural subordination to subsidiaries, and potential tax withholding for certain holders. Investors are directed to Risk Factors sections in the Form 20-F and the accompanying prospectus for full details.

Concurrent with this AT1 offering, Nomura priced (but is not offering herein) US$1.25 billion of senior TLAC notes (4.904% due 2030 and 5.491% due 2035) scheduled to settle on the same date.

Nomura Holdings announced pricing details for two senior fixed rate notes offerings:

First Offering:

• $750 million of 4.904% Senior Fixed Rate Notes due July 2030
• Issue price: 100% of principal
• Interest paid semi-annually starting January 2026
• Rating: Baa1 (Moody's) / BBB+ (S&P)

Second Offering:

• $500 million of 5.491% Senior Fixed Rate Notes due June 2035
• Issue price: 100% of principal
• Interest paid semi-annually starting December 2025
• Same credit ratings as first offering

Additionally, Nomura priced a concurrent offering of $1 billion in 7.000% Fixed Rate Resetting Perpetual Subordinated Debt Securities. All securities will be listed on Singapore Exchange. The offerings are led by multiple international financial institutions including Nomura Securities, BofA Securities, and Citigroup as joint lead managers.

Nomura Holdings, Inc. (NMR) is marketing a US$1.0 billion issue of 7.000% Fixed-Rate Resetting Perpetual Subordinated Debt Securities. The notes are unsecured, deeply subordinated and carry speculative-grade ratings of Ba3 (Moody’s) / BB (Fitch). They have no stated maturity; the first call/reset date is 15 January 2031, after which the coupon resets every five years to the 5-year U.S. Treasury yield plus 308.4 bp.

Interest is paid semi-annually, but Nomura may, and in some cases must, cancel interest at its discretion or to comply with Japanese regulatory capital-buffer rules. If the bank’s Consolidated CET1 ratio falls below 5.125%, the notes are subject to a permanent principal write-down (with potential write-up if capital recovers). The securities rank pari-passu with Nomura’s other AT1-style instruments, junior to senior debt and structurally subordinated to subsidiary liabilities. Settlement is scheduled for 1 July 2025 (T+5).

Nomura Holdings, Inc. (NYSE: NMR) has filed a Form 6-K summarizing the outcomes of its 121st Annual General Meeting of Shareholders held on 24 June 2025.

• Proposal 1 – Election of 12 Directors: All management-nominated directors were elected. Support ranged from 82.5 % for Kentaro Okuda to 99.0 % for Patricia Mosser, well above the simple-majority requirement.
• Proposal 2 – Shareholder amendment to change the trade name: Received only 4.4 % support, far below the two-thirds super-majority threshold, and was rejected.

The company explained that only votes for which explicit opinions could be confirmed were counted; unconfirmed ballots were excluded because the outcomes were already decisive. No financial data, operational updates, or strategic transactions were included in this filing, indicating that the report is limited to routine corporate-governance disclosures.

Nomura Holdings, Inc. (NMR) submitted a routine Form 6-K to notify investors that its Annual Report on Form 20-F for the fiscal year ended March 31 2025 was filed with the U.S. SEC on June 24 2025. The company provided a web link for immediate access to the full report. No financial results, strategic updates, or transaction details are disclosed in this notice; it is strictly an administrative filing confirming regulatory compliance. Contact information for investor relations was included.

Nomura Holdings, Inc. (NMR) filed a Form 6-K on 24 June 2025 announcing the slate of directors confirmed at its Annual General Meeting and the executive officers appointed at the subsequent Board meeting. Koji Nagai continues as Chairman of the Board, while Kentaro Okuda remains Group CEO and Representative Executive Officer. The board retains a strong independent profile, with eight outside directors and specialised committee assignments for audit, risk, nomination and compensation oversight.

Notable governance additions include former U.S. Treasury official Nellie Liang as a new outside director and member of the Board Risk Committee, reinforcing international regulatory expertise. On the management side, Hiroyuki Moriuchi is promoted to Chief Financial Officer, signalling a refresh of the finance function. Key risk and transformation roles remain with Sotaro Kato (CRO, New York-based) and Takumi Kitamura (Chief Transformation Officer). No financial or strategic guidance, earnings data, or transaction details accompanied the filing; the document is limited to personnel changes that take immediate effect.

While the appointments suggest continuity at the top and incremental strengthening of risk governance, the absence of quantitative performance commentary limits direct assessment of financial impact. Investors may view the expanded international regulatory expertise and clarified senior finance leadership as modest positives for governance and operational execution.

Nomura Holdings, Inc. (NMR) filed a Form 6-K providing its consolidated capitalization and indebtedness as of March 31, 2025.

• Short-term borrowings: ¥1,117,292 million
• Long-term borrowings: ¥13,373,678 million
• Total debt: ¥14,490,970 million
• NHI shareholders’ equity: ¥3,470,879 million after treasury stock
• Total equity (incl. non-controlling interests): ¥3,580,999 million
• Total capitalization & indebtedness: ¥18,071,969 million
• Guarantee commitments: ¥4,939,056 million in standby letters of credit and other guarantees

The filing states that no material change has occurred in these figures since March 31, 2025. The data are also incorporated by reference into two outstanding Form F-3 shelf registration statements (Nos. 333-283915 and 333-273353).

Direxion Shares ETF Trust – Direxion Daily Semiconductor Bull 3X Shares filed a Form NPORT-P for the period ended 30 April 2025.

The leveraged fund disclosed total assets of $9.70 billion, liabilities of $393.8 million and net assets of $9.31 billion, implying a liability ratio of roughly 4 %.

Performance was weak: the last three monthly total returns were -15.9 %, -29.8 % and -23.5 %. Equity swap positions generated significant pressure, with realised losses of $153 million, $877 million and $2.86 billion in the same months and corresponding large unrealised swings.

Securities lending activity totalled about $41.1 million across eight borrowers, led by UBS AG ($13.7 million) and Goldman Sachs ($7.2 million). No borrowings, standby commitments, preferred stock or cash equivalents were reported, and credit-spread risk metrics were left blank, indicating immaterial fixed-income exposure.

Nomura Holdings, Inc. (NMR) has filed a preliminary prospectus supplement (Form 424B5) for an upcoming issuance of U.S. dollar-denominated senior fixed-rate notes. The notes will be issued under the January 16, 2020 senior debt indenture and are intended to qualify as total loss-absorbing capacity (TLAC) debt under Japanese regulations. The filing is preliminary: key economic terms such as aggregate principal amount, coupon rate, offering price and underwriting spread are still blank, signalling that pricing has not yet been finalised.

The securities will be direct, unconditional, unsubordinated and unsecured obligations ranking pari passu with Nomura’s other senior debt. Interest will be paid semi-annually, and the issuer retains a call option only upon adverse changes in Japanese tax law; there is no sinking fund. Settlement will occur solely in book-entry form through DTC, Euroclear and Clearstream, with minimum denominations of US$200,000 plus US$1,000 increments.

Nomura, BofA Securities and Citigroup are acting as joint lead managers and bookrunners, and application has been made to list the notes on the Singapore Exchange (SGX-ST). The offer is accompanied by a concurrent but separate benchmark-sized perpetual subordinated AT1 transaction that will also serve TLAC purposes. The prospectus re-emphasises extensive selling restrictions in Japan and the EEA and details withholding-tax considerations for non-Japanese holders.

Investors are directed to multiple risk-factor sections in the accompanying documents and to Nomura’s latest Form 20-F. Neither the SEC nor other regulators have yet approved the securities.