[20-F] Nomura Holdings, Inc Files Annual Report (Foreign Issuer)
Table of Contents
| REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| 13-1, Nihonbashi 1-chome | ||
(Jurisdiction of incorporation or organization) |
(Address of principal executive offices) |
| Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange On Which Registered | ||
| * |
| * | |
| Accelerated filer ☐ | Non-accelerated filer ☐ |
Emerging growth company |
| |
International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ |
Other ☐ |
Table of Contents
TABLE OF CONTENTS
| Page | ||||
| PART I | ||||
| Item 1. |
Identity of Directors, Senior Management and Advisers |
2 | ||
| Item 2. |
Offer Statistics and Expected Timetable |
2 | ||
| Item 3. |
Key Information |
2 | ||
| Item 4. |
Information on the Company |
22 | ||
| Item 4A. |
Unresolved Staff Comments |
57 | ||
| Item 5. |
Operating and Financial Review and Prospects |
58 | ||
| Item 6. |
Directors, Senior Management and Employees |
95 | ||
| Item 7. |
Major Shareholders and Related Party Transactions |
133 | ||
| Item 8. |
Financial Information |
134 | ||
| Item 9. |
The Offer and Listing |
134 | ||
| Item 10. |
Additional Information |
135 | ||
| Item 11. |
Quantitative and Qualitative Disclosures about Market, Credit and Other Risk |
143 | ||
| Item 12. |
Description of Securities Other Than Equity Securities |
151 | ||
| PART II | ||||
| Item 13. |
Defaults, Dividend Arrearages and Delinquencies |
153 | ||
| Item 14. |
Material Modifications to the Rights of Security Holders and Use of Proceeds |
153 | ||
| Item 15. |
Controls and Procedures |
153 | ||
| Item 16A. |
Audit Committee Financial Expert |
153 | ||
| Item 16B. |
Code of Ethics |
154 | ||
| Item 16C. |
Principal Accountant Fees and Services |
154 | ||
| Item 16D. |
Exemptions from the Listing Standards for Audit Committees |
155 | ||
| Item 16E. |
Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
155 | ||
| Item 16F. |
Change in Registrant’s Certifying Accountant |
156 | ||
| Item 16G. |
Corporate Governance |
156 | ||
| Item 16H. |
Mine Safety Disclosure |
158 | ||
| Item 16I. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
158 | ||
| Item 16J. |
Insider Trading Policies |
159 | ||
| Item 16K. |
Cybersecurity |
159 | ||
| PART III | ||||
| Item 17. |
Financial Statements |
161 | ||
| Item 18. |
Financial Statements |
161 | ||
| Item 19. |
Exhibits |
161 | ||
| Index to the Consolidated Financial Statements |
F-1 | |||
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As used in this annual report, references to the “Company”, “Nomura”, the “Nomura Group”, “we”, “us” and “our” are to Nomura Holdings, Inc. and, except as the context otherwise requires, its consolidated subsidiaries. As part of certain line items in Nomura’s financial statements and information included in this annual report, references to “NHI” are to Nomura Holdings, Inc.
As used in this annual report, “yen” or “¥” means the lawful currency of Japan, “dollar” or “$” means the lawful currency of the United States of America (“U.S.”), and “EUR” means the lawful currency of the member states of the European Monetary Union.
As used in this annual report, “NHI Shares” refers to the Company’s common stock, “ADS” means an American Depositary Share, currently representing one NHI share, and “ADR” means an American Depositary Receipt evidencing one or more ADSs.
As used in this annual report, except as the context otherwise requires, the “Companies Act” means the Companies Act of Japan and the “FSA” means the Financial Services Agency of Japan.
Amounts shown in this annual report have been rounded to the nearest indicated digit unless otherwise specified. In tables and graphs with rounded figures, sums may not add up due to rounding.
PART I
Item 1. Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2. Offer Statistics and Expected Timetable
Not applicable.
Item 3. Key Information
A. Selected Financial Data
See Item 5. “Operating and Financial Review—A. Operating Results—Other operating results—Selected Financial Data.”
B. Capitalization and Indebtedness.
Not applicable.
C. Reasons for the Offer and Use of Proceeds.
Not applicable.
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D. Risk Factors.
Risk Factors
You should carefully consider the risks described below before making an investment decision. If any of the risks described below actually occur, our business, financial condition, results of operations or cash flows could be adversely affected. In that event, the trading prices of securities of NHI could decline, and you may lose all or part of your investment. In addition to the risks listed below, risks not currently known to us or that we now deem immaterial may also harm us and affect your investment.
INDEX
| · | Risks Relating to the Business Environment |
| 1 | Our business may be materially affected by financial markets, economic conditions and market fluctuations in Japan and elsewhere around the world, including the ones caused by geopolitical events |
| (1) | Governmental fiscal and monetary policy changes in Japan, or in any other countries or regions where we conduct business may affect our business, financial condition and results of operations |
| (2) | Extended market declines and decreases in market participants can reduce liquidity and lead to material losses |
| (3) | Natural disaster, geopolitical event and infectious disease could adversely affect our business |
| 2 | The financial services industry faces intense competition |
| (1) | Competition with other financial firms and financial services by non-financial companies is increasing |
| (2) | Increased consolidation and reorganization, business alliance and cooperation in the financial services industry mean increased competition for us |
| (3) | Our global business continues to face intense competition and may require further revisions of our business model |
| 3 | Event risk, including the ones caused by geopolitical events, may cause losses in our trading and investment assets as well as market and liquidity risk |
| 4 | Sustainability factors including climate change and broader associated policy changes in each jurisdiction could adversely affect our business |
| · | Risks Relating to Our Businesses |
| 5 | Our business may incur losses due to various factors in the conduct of its operations |
| (1) | We may incur significant losses from our trading and investment activities |
| (2) | Holding large and concentrated positions of securities and other assets may expose us to significant losses |
| (3) | Our hedging strategies may not prevent losses |
| (4) | Our risk management policies and procedures may not be fully effective in managing risk |
| (5) | Market risk may increase other risks that we face |
| (6) | Our brokerage and asset management revenues may decline |
| (7) | Our investment banking revenues may decline |
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| 6 | We may be exposed to losses when third parties do not perform their obligations to us |
| (1) | Defaults by a large financial institution could adversely affect the financial markets generally and us specifically |
| (2) | There can be no assurance as to the accuracy of the information about our credit risk, or the sufficiency of the collateral we use in managing it |
| (3) | Our clients and counterparties may be unable to perform their obligations to us as a result of political or economic conditions |
| 7 | We are exposed to model risk, i.e., risk of financial loss, incorrect decision making, or damage to our credibility arising from model errors or incorrect or inappropriate model application |
| 8 | NHI is a holding company and depends on payments from its subsidiaries |
| 9 | We may not be able to realize gains we expect, and may even suffer losses, on our investments in equity securities and non-trading debt securities |
| 10 | We may face an outflow of clients’ assets due to losses incurred within cash reserve funds or debt securities we offer to clients |
| · | Risks Relating to Our Financial Position |
| 11 | We may have to recognize impairment losses with regard to the amount of goodwill, tangible assets and intangible assets recognized on our consolidated balance sheets |
| 12 | Liquidity risk could impair our ability to fund operations and jeopardize our financial condition |
| (1) | We may be unable to access unsecured or secured funding |
| (2) | We may be unable to sell assets |
| (3) | Lowering of our credit ratings could impact our funding |
| 13 | Equity investments in affiliates and other investees accounted for under the equity method in our consolidated financial statements may decline significantly over a period of time and result in us recognizing impairment losses |
| · | Risks Relating to Legal, Compliance and Other Operational Issues |
| 14 | Operational risk could adversely affect our business |
| 15 | Reputational risk could adversely affect our business |
| 16 | We may identify a material weakness in our internal control over financial reporting, indicating that our internal control over financial reporting may not be effective |
| 17 | Misconduct, fraud or other criminal activity by an employee, director or officer, or any third party, could occur, and our reputation in the market and our relationships with clients could be harmed |
| 18 | A failure to identify and appropriately address conflicts of interest could adversely affect our business |
| 19 | Our business is subject to substantial legal and regulatory risks |
| (1) | Legal liability related to our business may occur and could adversely affect our business, financial condition and results of operations |
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| (2) | Extensive regulation of our businesses limits our activities and may subject us to significant penalties and losses |
| (3) | Tightening of regulations applicable to the financial system and financial industry could adversely affect our business, financial condition and results of operations |
| (4) | Deferred tax assets may be impacted due to a change in business condition or in laws and regulations, resulting in an adverse effect on our operating results and financial condition |
| (5) | Defects in our anti-money laundering and counter-terrorism financing measures could have serious consequences such as, administrative penalties or punitive fines |
| 20 | Unauthorized disclosure or misuse of personal information held by us may adversely affect our business |
| 21 | System failure, information leakage and cost of maintaining sufficient cybersecurity could adversely affect our business, financial condition and results of operations |
| 22 | Our business may be adversely affected if we are unable to hire, retain and develop qualified personnel |
| · | Risks Related to Holding or Trading of NHI Shares and ADSs |
| 23 | Because of daily price range limitations under Japanese stock exchange rules, you may not be able to sell your shares of NHI Shares at a particular price on any particular trading day, or at all |
| 24 | Under Japan’s unit share system, holders of shares of NHI Shares constituting less than one unit are subject to transfer, voting and other restrictions |
| 25 | As a holder of ADSs, you will have fewer rights than a shareholder has and you will have to act through the depositary to exercise these rights |
| 26 | Rights of shareholders under Japanese law may be more limited than under the laws of other jurisdictions |
| 27 | The Company’s shareholders of record on a record date may not receive the dividend they anticipate |
| 28 | It may not be possible for investors to secure personal jurisdiction within the U.S. over the Company or the Company’s directors or executive officers, or to enforce against the Company or those persons judgments obtained in U.S. courts predicated upon the civil liability provisions of the federal securities laws of the U.S. |
| · | Special Note Regarding Forward-looking Statements |
| · | Risks Relating to the Business Environment |
| 1. | Our business may be materially affected by financial markets, economic conditions and market fluctuations in Japan and elsewhere around the world, including the ones caused by geopolitical events |
Our business and revenues may be affected by any adverse changes or volatility in the Japanese and global economic environments and financial markets. In addition, not only purely economic factors but also military dispute, acts of terrorism, economic or political sanctions, pandemics, forecasts of geopolitical risks and
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geopolitical events which have actually occurred, natural disasters or other similar events could have an effect on the financial markets and economies of each country. If any adverse events including those discussed above were to occur, a market or economic downturn may last for a long period of time, which could adversely affect our business and business continuity readiness, and can result in us incurring substantial losses. In addition to conditions in financial markets, social conditions such as the long-term trends of population aging and population decline faced by Japan are expected to continue to put downward pressure on demand in the businesses in which we operate. The following are certain risks related to the financial markets and economic conditions for our specific businesses.
(1) Governmental fiscal and monetary policy changes in Japan, or in any other countries or regions where we conduct business may affect our business, financial condition and results of operations
We engage in our business globally through domestic and international offices. Governmental fiscal, monetary and other policy changes in Japan, or in any other countries or regions where we conduct business may affect our business, financial condition and results of operations. In addition, any changes to the monetary policy of the Bank of Japan or central banks in major economies worldwide, which could potentially lead to volatility of interest rate or yields may negatively affect our ability to provide asset management products to our clients as well as our trading and investment activities. Recently, the Bank of Japan ended its negative interest rate policy in March 2024, and further raised the rate in July 2024 and January 2025. While so far, such changes have not materially affected our business, the future of the Bank of Japan’s policies and the potential effect of such changes on our business remain uncertain. Furthermore, due to policy shifts resulting from the change of government in the United States in 2025, as well as defeats of ruling parties in many countries in national level elections held in 2024, there is an increasing uncertainty regarding policy changes. The impact on our business from the broader risks posed by increased uncertainty is unclear.
(2) Extended market declines and decreases in market participants can reduce liquidity and lead to material losses
Extended market declines can reduce the level of market activity and the liquidity of the assets traded in those markets in which we operate. Market liquidity may also be affected by decreases in market participants, for example, if financial institutions scale back market-related businesses due to increasing regulation or other reasons. As a result, it may be difficult for us to sell, hedge or value such assets. In the event that a market fails in pricing such assets, it will be difficult to estimate their values. If we cannot properly close out or hedge our associated positions in a timely manner or in full, particularly with respect to Over-The-Counter (“OTC”) derivatives, we may incur substantial losses. Further, if the liquidity of a market significantly decreases and the market becomes unable to price financial instruments held by us, this could lead to unanticipated losses.
(3) Natural disaster, geopolitical event and infectious disease could adversely affect our business
We have developed a business continuity plan for addressing unexpected situations and conduct crisis management exercises which include employee notification tests. This includes the establishment of an emergency command center in the event of an actual disaster to ensure the safety of our officers, employees and others, prevent the expansion of damages, and maintain our business continuity readiness. We also continue to ensure that we can maintain operational resilience (which refers to the ability to continue to provide important business services at a minimum level that should be maintained in the event of a system failure, cyberattack or natural disaster). However, events such as natural disasters, geopolitical events or infectious diseases could exceed the assumptions of our plan and our framework, and we may not always be able to respond to every situation. As a result, our officers and employees may become unable to execute their duties, and our facilities, systems, or communication networks may not function, adversely affecting our business continuity management. Moreover, Japan, where Nomura has its group head office, is prone to natural disasters such as earthquakes and tsunamis. For example, analyses by the Japanese government in 2024 showed a significant probability of severe earthquakes affecting Tokyo and other major metropolitan areas in Japan occurring within the next 30 years.
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Geopolitical events include cases such as armed conflict or heightened military tensions, acts of terrorism, political instability, and trade fragmentation.
| 2. | The financial services industry faces intense competition |
Our businesses are intensely competitive, and are expected to remain so. We compete on the basis of a number of factors, including transaction execution capability, our products and services, innovation, reputation and price. We continue to experience intense price competition, particularly in brokerage, investment banking and other businesses.
(1) Competition with other financial firms and financial services by non-financial companies is increasing
We face intense competition in the financial services sector from a wide variety of competitors. We compete with other independent securities firms as well as securities firms affiliated with commercial banks and with firms that have broad footprints across regions. As a result, our market shares and commissions earned in the sales and trading, investment banking and Wealth Management businesses in particular have been affected. We face intense competition beyond the traditional financial sector based on the increasing digitalization of the industry, not only with the rise of online securities firms but also FinTech companies and the entry of non-financial companies into the financial services sector. In order to address such changes in the competitive landscape, we continue to adopt and transform our business models through various measures. However, these measures may not be successful in growing or maintaining our market share in this increasingly fierce competitive environment, and we may lose business or transactions to our competitors, harming our business and results of operations.
(2) Increased consolidation and reorganization, business alliance and cooperation in the financial services industry mean increased competition for us
There has been substantial consolidation and convergence among companies in the financial services industry. In particular, a number of large commercial banks and other broad-based large financial services groups have established or acquired broker-dealers or have consolidated with other financial institutions. These large financial services groups have developed business linkage within their respective groups in order to provide comprehensive financial services to clients, offering a wide range of products, including loans, deposit-taking, insurance, brokerage, asset management and investment banking services within their group, which may enhance their competitive position compared with us. They also have the ability to supplement their investment banking and brokerage businesses with commercial banking and other financial services revenues in an effort to gain market share. In addition, the financial services industry has seen collaboration beyond the borders of businesses and industries, such as alliances between commercial banks and securities companies outside of the framework of existing corporate groups and recent alliances with non-financial companies including emerging companies. Our competitiveness may be adversely affected if our competitors are able to expand their businesses and improve their profitability through such business alliances. We also enter into strategic alliances, make investments and launch new businesses. However, if the development and implementation of these business strategies do not proceed as expected, we may not be able to achieve the expected synergies and other benefits or recoup related investments. These new business initiatives and acquisitions may subject us to increased risk as we engage in new activities, transact with a broader array of clients and counterparties and expose ourselves to new asset classes and new markets.
(3) Our global business continues to face intense competition and may require further revision of our business model
We continue to believe there are significant opportunities in the international markets, but there is also significant competition associated with such opportunities. In order to take advantage of these opportunities, we will have to compete successfully with financial services firms based in important non-Japanese markets, including the U.S., Europe and Asia. We have been working to rebuild our global business platform, under which
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we aim to transform our business portfolio and pivot towards client businesses and growth areas. The acquisition of Greentech Capital, LLC (“Greentech”) in 2020 and sale of stake of Capital Nomura Securities Public Company Limited in 2023 are examples of reviewing our business platform both organically and inorganically. We will continue to review our entire business portfolio while looking at the competitive environment, and intend to implement our strategies in consideration of potential risks. However, the risk remains that we may be required to incur greater costs and expenses than we expect, or to commit greater financial, management and other resources to the strategies than we expect, which could adversely affect our business and results of operations. Moreover, the assumptions and expectations upon which these strategies are based may not be accurate, which could lead to us realizing fewer benefits or synergies than we expect or could even harm our business and results of operations. Furthermore, to the extent we reduce compensation or headcount as part of this strategy, our ability to attract and retain the employees needed to successfully run our businesses could be adversely affected. We may also be unsuccessful in designing a streamlined management structure, which could harm our ability to properly control or supervise our many businesses across the world.
| 3. | Event risk, including the ones caused by geopolitical events, may cause losses in our trading and investment assets as well as market and liquidity risk |
Event risk refers to potential losses we may suffer through unpredictable events that cause large unexpected market price movements such as natural or man-made disasters, epidemics, acts of terrorism, military disputes or political instability, as well as adverse events specifically affecting our business activities or counterparties. These events include not only significant events such as the COVID-19 pandemic in 2020, the invasion of Ukraine by the Russian Federation in 2022, and the geopolitical tensions in the Middle East but also more specifically the following types of events that could cause losses in our trading and investment assets:
| • | sudden and significant reductions in credit ratings with regard to financial instruments held by our trading and investment businesses by major rating agencies, |
| • | sudden changes in trading, tax, accounting, regulatory requirements, laws and other related rules which may make our trading strategy obsolete, less competitive or no longer viable, or |
| • | an unexpected failure in a corporate transaction in which we participate resulting in us not receiving the consideration we should have received, as well as bankruptcy, deliberate acts of fraud, and administrative penalty with respect to the issuers of our trading and investment assets. |
| 4. | Sustainability factors including climate change and broader associated policy changes in each jurisdiction could adversely affect our business |
We consider climate change one of the most important global challenges facing society. The direct impact of climate change (physical risk), and the resulting changes in the business environment (transition risk) could cause us to incur losses.
In addition, increasing attention to the management of sustainability matters such as decarbonization, enhancement of corporate governance, and the resolution of social issues in our business makes it imperative that we continue to develop policies and capabilities in these areas, and that we act responsibly towards our stakeholders, including our shareholders, clients and society at large. However, amid rapidly changing circumstances around sustainability, there may be cases where we are deemed a lack of sufficient focus on sustainability matters such as the environment or human rights in our business activities, and we may not be able to provide sufficient support to clients facing trends such as the just transition to a low carbon economy or other sustainability-related initiatives. Furthermore, there may be cases where our disclosure of sustainability-related information is insufficient, where we are unable to adequately respond to the strengthening of regulations and the diversification of policies, or where it is perceived as such, and where it is evaluated that we are not adequately fulfilling our social responsibilities.
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In such cases, there is a possibility that our reputation, results of operations and financial condition may be adversely affected.
| · | Risks Relating to Our Businesses |
| 5. | Our business may incur losses due to various factors in the conduct of its operations. |
(1) We may incur significant losses from our trading and investment activities
We maintain trading and investment positions in fixed income, equity and other markets, both for the purpose of facilitating our clients’ trades and for proprietary purposes. Our positions consist of various types of assets such as interest rates, currency, credit, securitized products and equities, including securities, derivatives, repo as well as loan transactions. Fluctuations in the markets where these assets are traded can adversely affect the value of our positions. Although we continue to mitigate these position risks with a variety of hedging techniques, we may also incur losses if the value of these assets fluctuates or if the financial system is overly stressed and the markets move in a way we have not anticipated. In addition, prices of crypto-assets may fluctuate significantly due to various factors such as developments in the industry or in regulation of crypto assets.
Our businesses have been, and may continue to be, affected by changes in market volatility levels. Certain of our trading businesses such as those engaged in trading and arbitrage opportunities depend on market volatility to generate revenues. Lower volatility may lead to a decrease in business opportunities which may affect the results of operations of these businesses. On the other hand, while higher volatility can increase trading volumes, it also increases risk as measured by Value-at-Risk (“VaR”). Higher volatility and wider bid offer spreads may expose us to higher risks in connection with our market-making and proprietary trading businesses, and can also cause us to reduce the outstanding positions or size of these businesses where we consider necessary.
While we have implemented multiple measures designed to improve our risk management activities in response to the U.S. Prime Brokerage Event *, given that our business model involves significant trading activity, we may record significant losses as a result of such trading activity again in the future.
Furthermore, we commit capital to take relatively large positions in connection with our underwriting or warehousing assets to facilitate certain capital market transactions. We also structure and take positions in pilot funds for developing financial investment products and invest seed money to set up and support financial investment products. We may incur significant losses from these positions in the event of significant market fluctuations.
In addition, if we are the party providing collateral in a transaction, significant declines in the value of the collateral or a requirement to provide additional collateral due to a decline in our creditworthiness (by way of a lowered credit rating or otherwise) can increase our costs and reduce our profitability. On the other hand, if we are the party receiving collateral from our clients and counterparties, such declines may also affect our profitability due to decrease in client transactions. See also “—Risks Relating to Our Financial Position—12. Liquidity risk could impair our ability to fund operations and jeopardize our financial condition—(3) Lowering of our credit ratings could impact our funding”.
* U.S. Prime Brokerage Event:
We entered into certain transactions with a prime brokerage client in the United States comprising (i) total return swaps (the “TRS transactions”), which are transactions that allow the client to obtain synthetic (i.e., derivative) long or short exposure to underlying individual equities or indices, as well as (ii) providing financing against a portfolio of securities in the client’s cash prime brokerage account. To manage credit risk in relation to prime brokerage clients, we require that prime brokerage clients deposit collateral (referred to as “margin”) in respect of their positions with us in accordance with the margin ratios applied to them. These margin ratios are
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determined based on the results of an internal risk assessment of the specific client and the composition of the client’s positions and may require that they post additional margin based on the effect of market movements on these ratios. TRS transactions are hedged from a market risk perspective by holding long or short positions in individual equities or indices and through derivative transactions, depending on the positions taken by the relevant client.
Between January and March 2021, transaction amounts and volumes with the client increased significantly as a result of changes in market prices as well as new positions entered into by the client. However, in March 2021, the market value of certain securities in which the client held a large synthetic position experienced a sharp decline, after which we requested that the client deposit additional margin with us pursuant to our contractual agreements with the client. The client defaulted on its obligation to post additional margin, and we issued a closeout notice to the client. It became clear that the client had similar large positions with other financial institutions, and that the client had also defaulted on margin calls with these financial institutions. Although we endeavored to take a disciplined approach to unwind the positions and liquidate the hedges for the TRS transactions, taking into account both market impact and our own trading losses, due to the significant volume of positions being closed by both us and the other affected financial institutions and the effect on market prices, we recognized ¥204.2 billion of losses in earnings reported within Net gain on trading in the fourth quarter and the year ended March 31, 2021. We also recognized additional provisions for current expected credit losses of ¥41.6 billion in earnings reported within other expenses in the fourth quarter and the year ended March 31, 2021 against loans extended to the client collateralized by a cash portfolio of securities, reflecting the reduced likelihood of recovery on these lending transactions. All of the positions with the client were closed out and hedges liquidated by May 17, 2021, as a result of which we recognized losses of ¥65.4 billion in the quarter ended June 30, 2021 and the year ended March 31, 2022, of which ¥56.1 billion booked in Equities revenues as trading loss and ¥9.3 billion booked as loan loss provision in expenses.
(2) Holding large and concentrated positions of securities and other assets may expose us to significant losses
We regularly hold large and concentrated positions of certain securities in our businesses such as market-making, block trading, underwriting, asset securitization, prime brokerage, or providing business solutions to meet our clients’ needs. We have committed substantial amounts of capital to these businesses. This often requires us to take large positions in the securities of a particular issuer or issuers in a particular industry, country or region. Fluctuations in the prices of these positions can significantly affect the prices at which we are able to liquidate them when needed, resulting in us incurring significant trading losses, as occurred in the U.S. Prime Brokerage Event. We generally have higher exposure to counterparties engaged in financial services businesses, including commercial banks, broker-dealers, clearing houses, exchanges and investment companies.
(3) Our hedging strategies may not prevent losses
We use a variety of financial instruments and strategies to hedge our exposure to financial risks arising from the financial instruments we enter into for our clients or for proprietary purposes. If our hedging strategies are not effective, we may incur losses. We base many of our hedging strategies on historical trading patterns and correlations. For example, if we hold an asset, we may hedge this position by taking a position in another asset which has, historically, moved in a direction that would offset a change in value of the former asset. However, historical trading patterns and correlations may not continue, as seen in the case of past financial crises, and these hedging strategies may not be fully effective in mitigating our risk exposure because we are exposed to all types of risk in a variety of market environments. Moreover, not all hedging strategies are effective, and certain strategies may, if the risk is not otherwise appropriately managed, increase our risk. For example, many of the transactions leading to the U.S. Prime Brokerage Event entailed providing the client with TRS transactions exposure to certain equities. In order to hedge the total return payments, we were obligated to make to the client, we held long positions in the underlying equities. However, this specific hedging strategy was not intended to hedge the risk of a default by the client and the potential need to liquidate the underlying positions in a volatile
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market environment. When such unhedged counterparty risk is realized, our hedging strategy of holding the underlying securities means that we are exposed to such market fluctuations, which may cause us to incur losses again in the future.
(4) Our risk management policies and procedures may not be fully effective in managing risks
Our policies and procedures to identify, monitor and manage risks may not be fully effective. Although some of our methods of managing risk are based upon observed historical market data, future movements in the financial markets may not be the same as was observed in the past. As a result, we may suffer significant losses through unexpected future risk exposures. Other risk management methods that we use also rely on our evaluation of information regarding markets, clients or other matters, which is publicly available or otherwise accessible by us. This information may not be accurate, complete, up-to-date or properly evaluated, and we may be unable to properly assess our risks, and thereby suffer large losses. Furthermore, certain factors, such as market volatility, may render our risk evaluation model unsuitable for a new market environment. In such event, we may become unable to evaluate or otherwise manage our risks adequately. Moreover, regardless of how well policies and procedures are designed, they must be properly implemented and followed in order to be effective, which may not always occur despite our diligent efforts. Further, potential weaknesses in our organization structures and governance frameworks may lead to misunderstanding roles and responsibilities.
For example, with respect to the U.S. Prime Brokerage Event, we incurred significant losses through exposures to the client’s counterparty risk and market risks relating to the securities underlying the prime brokerage transactions with the client. We have reviewed and are in the process of completing a number of actions to comprehensively review, revise and strengthen our risk management policies and procedures and the implementation thereof. While these actions are nearly complete, even when all the actions are completed, may not be sufficient to prevent similar exposure to such risks in the future, including to identify and rectify potential shortcomings, whether within the same business or among our many other business units, impairing the ability of such policies and procedures to prevent future losses.
(5) Market risk may increase other risks that we face
In addition to the potentially adverse effects on our businesses described above, market risk could exacerbate other risks that we face. For example, the risks inherent in financial instruments developed through financial engineering and innovation may be increased by market risk.
Also, if we incur significant trading losses caused by our exposure to market risk, our need for liquidity could rise sharply while our access to cash may be impaired as a result of market perception of our credit risk.
Furthermore, in a downturn in the market overall or for specific securities, our clients and counterparties could incur significant losses or experience other adverse events of their own, thereby weakening their financial condition and, as a result, increasing the credit risk they pose to us, such as occurred as part of the U.S. Prime Brokerage Event.
(6) Our brokerage and asset management revenues may decline
A market downturn could result in a decline in the revenues generated by our brokerage business because of a decline in the volume and value of securities that we broker for our clients. Also, within our asset management business, in most cases, we charge fees for managing our clients’ portfolios that are based on the market value of their portfolios. A market downturn that reduces the market value of our clients’ portfolios would reduce the revenue we receive from these businesses and might increase the number of withdrawals or reduce the number of new investments in these portfolios. Also, any changes in our clients’ investment preference on their asset portfolios, including shifting investment assets to deposits which are stable assets and passive funds which generate lower fee revenue, may also result in a decline in our revenues.
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(7) Our investment banking revenues may decline
Changes in financial or economic conditions would likely affect the number and size of transactions for which we provide securities underwriting, financial advisory and other investment banking services. Our investment banking revenues, which include fees from these services, are directly related to the number and size of the transactions in which we participate and would therefore decrease if there are financial and market changes unfavorable to our investment banking business and our clients.
| 6. | We may be exposed to losses when third parties do not perform their obligations to us |
Our counterparties are from time to time indebted or otherwise owe certain obligations (such as with regards to the posting of collateral) to us as a result of transactions or contracts, including loans, commitments to lend, other contingent liabilities and derivative transactions. We may incur material losses when our counterparties default or fail to perform on their obligations to us due to their filing for bankruptcy, a deterioration in their creditworthiness, lack of liquidity, operational failure, an economic or political event, repudiation of the transaction or for other reasons. The U.S. Prime Brokerage Event, during which a U.S. prime brokerage client defaulted on obligations to us to post additional margin in respect of trading activities as well as to repay amounts lent against collateral held by us, is an example. Separately, in the year ended March 31, 2024, the Company recorded a loss of approximately ¥14 billion due to a failure to settle transactions between a subsidiary of the Company and a broker in the U.K. Although we establish and maintain allowances for credit losses, such allowances reflect management judgments and assumptions based on information available to us, which may provide incorrect or incomplete, and these judgments and assumptions may prove to be incorrect, potentially significantly so.
We are also exposed to credit risk from holding securities issued by third parties as well as through the execution of securities, futures, currency or derivative transactions that fail to settle at the required time due to non-delivery by our counterparties such as financial institutions and hedge funds, or to systems failure by clearing agents, exchanges, clearing houses, etc.
Issues related to third party credit risk may include the following:
(1) Defaults by a large financial institution could adversely affect the financial markets generally and us specifically
The commercial soundness of many financial institutions is closely interrelated as a result of credit, trading, clearing or other relationships among the institutions. As a result, concern about the creditworthiness of or a default by, a certain financial institution could lead to significant liquidity problems or losses in, or defaults by, other financial institutions. This may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges, with which we interact on a daily basis. Actual defaults, increases in perceived default risk and other similar events could arise in the future and could have an adverse effect on the financial markets and on us.
(2) There can be no assurance as to the accuracy of the information about our credit risk, or the sufficiency of the collateral we use in managing it
We regularly review our credit exposure to specific clients or counterparties and to specific countries and regions that we believe may present credit concerns. Default risk, however, may arise from events or circumstances that we do not detect, such as account-rigging and fraud. We may also fail to receive full information with respect to the risks of a counterparty, or to accurately manage and assess such information internally. For example, our credit risk assessments with respect to the client whose default led to the U.S. Prime Brokerage Event did not reflect the full extent of the client’s relevant trading activity. In addition, in cases where we have extended credit against collateral, we may fall into a deficiency in value in the collateral if sudden declines in market values reduce the value of our collateral, as was the case with loans extended to the prime brokerage client leading in part to the U.S. Prime Brokerage Event.
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(3) Our clients and counterparties may be unable to perform their obligations to us as a result of political or economic conditions
Country, regional and political risks are components of credit risk, as well as market risk. Political or economic pressures in a country or region, including those arising from local market disruptions or currency crises, may adversely affect the ability of clients or counterparties located in that country or region to obtain credit or foreign exchange, and therefore to perform their obligations owed to us.
| 7. | We are exposed to model risk, i.e., risk of financial loss, incorrect decision making, or damage to our credibility arising from model errors or incorrect or inappropriate model application |
We widely use models for various purposes including the valuation of illiquid derivative transactions or the estimation of the credit worthiness of certain counterparties. However, models are never perfect, and their use subjects us to model risk. Model errors or incorrect or inappropriate model applications could lead to incorrect decision making, financial losses or damage our credibility.
| 8. | NHI is a holding company and depends on payments from its subsidiaries |
NHI, the issuer of the common stock underlying the ADSs to which this annual report relates, is a holding company and is heavily dependent on dividends, distributions and other payments from its subsidiaries to be able to settle its financial obligations and liabilities. Regulatory and other legal restrictions, such as those under the Companies Act, may limit NHI’s ability to transfer funds freely, either to or from its subsidiaries. In particular, many of NHI’s subsidiaries, including its broker-dealer subsidiaries, are subject to laws and regulations, including regulatory capital requirements, that authorize regulatory bodies to block or reduce the flow of funds to the parent holding company, or that prohibit such transfers altogether in certain circumstances. For example, Nomura Securities Co., Ltd. (“NSC”), Nomura Securities International, Inc., Nomura International plc and Nomura International (Hong Kong) Limited, NHI’s main broker-dealer subsidiaries, are subject to regulatory capital requirements and changes in such regulatory capital requirements and the required level could limit the transfer of funds to NHI. While NHI monitors and manages the transfer of funds within the Nomura Group on the basis of relevant laws and regulations on a daily basis, these laws and regulations may hinder NHI’s ability to access funds needed to be able to settle its financial obligations and liabilities.
| 9. | We may not be able to realize gains we expect, and may even suffer losses, on our investments in equity securities and non-trading debt securities |
We hold substantial investments in equity securities including private equity investments and non-trading debt securities. Under U.S. GAAP, depending on market conditions, we may recognize significant losses in connection with these investments, which could have an adverse impact on our financial condition and results of operations. Moreover, while we may decide to dispose of these equity securities and debt securities, depending on the market conditions, we may not be able to dispose of these equity securities and debt securities when we would like to do so, as quickly as we may wish or at the desired price.
| 10. | We may face an outflow of clients’ assets due to losses incurred within cash reserve funds or debt securities we offer to clients |
Cash reserve funds, such as money market funds and money reserve funds are typically categorized as low risk financial products. As a result of a sudden rise in interest rates, such cash reserve funds may fall below their par value due to losses resulting from price decreases, defaults or negative interest charges arising from debt securities held by the fund. If we determine that a stable return cannot be achieved from the investment performance of cash reserve funds, we may accelerate the redemption of, or impose a deposit limit on, such cash reserve funds.
In addition, issuers of debt securities that we sell may default or otherwise delay the payment of interest and/or principal.
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Such events may result in the loss of client confidence and lead to an outflow of client assets from our custody or preclude us from increasing such client assets.
| · | Risks Relating to Our Financial Position |
| 11. | We may have to recognize impairment losses with regard to the amount of goodwill, tangible assets and intangible assets recognized on our consolidated balance sheets |
We have purchased all or a part of the equity interests in, or operations from, certain other companies in order to pursue our business expansion, and expect to continue to do so when and as we deem beneficial. We account for certain of those and similar purchases and acquisitions as a business combination under U.S. GAAP by allocating our acquisition costs to the assets acquired and liabilities assumed and recognizing the remaining amount as goodwill. On April 1, 2020, Nomura acquired 100% of Greentech and goodwill of ¥12,480 million was reported on our consolidated balance sheet. We also possess tangible and intangible assets other than those stated above.
We may have to recognize impairment losses, as well as other losses associated with subsequent transactions, with regard to the amount of goodwill, tangible assets and intangible assets recognized on our consolidated group balance sheet which may adversely affect our financial condition and results of operations.
| 12. | Liquidity risk could impair our ability to fund operations and jeopardize our financial condition |
Liquidity, or having ready access to cash, is essential to our business. We define liquidity risk as the risk of loss arising from difficulty in securing the necessary funding, or from a significantly higher cost of funding than normal levels, due to a deterioration in our creditworthiness or a deterioration in market conditions. In addition to maintaining a readily available cash position, we seek to secure ample liquidity through repurchase agreements and securities lending transactions, long-term borrowings and the issuance of long-term debt securities as well as through diversification of our short-term funding sources such as commercial paper, and by holding a portfolio of highly liquid financial assets. Despite this, there is a risk that we may lose liquidity under certain circumstances, including the following:
(1) We may be unable to access unsecured or secured funding
We continuously access unsecured funding from issuance of securities in the short-term credit markets and debt capital markets as well as bank borrowings to finance our day-to-day operations, including refinancing. We also enter into repurchase agreements and securities lending transactions to raise secured funding for our trading businesses. An inability to access unsecured or secured funding or funding at significantly higher cost than normal levels could have a substantial negative effect on our liquidity. For example, lenders could refuse to extend the credit necessary for us to conduct our business based on their assessment of our long-term or short-term financial prospects if:
| • | We incur large trading losses, |
| • | The level of our business activity decreases due to a market downturn, |
| • | Regulatory authorities take significant action against us, or |
| • | Our credit rating is downgraded. |
In addition to the above, our ability to borrow in the debt capital markets could also be adversely impacted by factors that are not specific to us, such as increases in market interest rates, reductions in banks’ or other financial institutions’ lending ability, a severe disruption of the financial and credit markets, negative views about the general prospects for the investment banking, brokerage or financial services industries, or negative market perceptions of Japan’s financial soundness.
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(2) We may be unable to sell assets
If we are unable to raise funds or if our liquidity declines significantly, we will need to liquidate assets or take other actions in order to meet our maturing liabilities. In volatile or uncertain market environments, overall market liquidity may decline. In a time of reduced market liquidity, we may be unable to sell some of our assets, or we may have to sell at depressed prices, which could adversely affect our results of operations and financial condition. Our ability to sell assets may also be adversely impacted by other market participants seeking to sell similar assets into the market at the same time.
(3) Lowering of our credit ratings could impact our funding
Our funding depends significantly on our credit ratings. Rating agencies may downgrade or withdraw their ratings or place us on “credit watch” with negative implications. Downgrades could increase our funding costs and limit our funding. This, in turn, could adversely affect our result of operations and our financial condition. In addition, other factors which are not specific to us may impact our funding, such as negative market perceptions of Japan’s financial soundness.
| 13. | Equity investments in affiliates and other investees accounted for under the equity method in our consolidated financial statements may decline significantly over a period of time and result in us recognizing impairment losses |
Under U.S. GAAP, we have affiliates and investees accounted for under the equity method and whose shares are publicly traded. If there is a decline in the market price of the shares, we hold in such affiliates below the carrying amount of our investments over a period of time, and we determine that the decline is other-than-temporary, then we recognize an impairment loss through earnings which may have an adverse effect on our financial condition and results of operations. For example, we recognized an impairment loss of ¥47,661 million against our investment in Nomura Real Estate Holdings, Inc. during the year ended March 31, 2021.
| · | Risks Relating to Legal, Compliance and Other Operational Issues |
| 14. | Operational risk could adversely affect our business |
Operational risk is the risk of financial loss or non-financial impact arising from inadequate or failed internal processes and systems, from a lack of appropriate personnel, from human errors, or from external events, and includes fraud, compliance, legal, IT, cyber and information security, third party, and other non-financial risks. We always face the potential of operational risk, and if materializes, it could adversely affect our business. Issues related to operational risk may include the risks listed in items 16 to 22 below.
| 15. | Reputational risk could adversely affect our business |
Reputational risk is the risk of possible damage to Nomura’s reputation and associated risk to earnings, capital, or liquidity arising from any association, action, or inaction which could be perceived by stakeholders to be inappropriate, unethical, or inconsistent with Nomura Group’s values and corporate philosophy. We always face the potential of reputational risk, and if any of the events described in this Item 3.D occurs and such risk materializes, it could adversely affect our business outlook, financial condition, or results of operations.
| 16. | We may identify a material weakness in our internal control over financial reporting, indicating that our internal control over financial reporting may not be effective |
As a New York Stock Exchange (“NYSE”)-listed company and SEC registrant, we assess the effectiveness of internal controls over financial reporting under the U.S. Sarbanes-Oxley Act of 2002, and management’s report thereon is included in Item 15 of this annual report. We also assess the effectiveness of internal controls over financial reporting pursuant to the Financial Instruments and Exchange Act and submit the Management’s
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Report on Internal Control over Financial Reporting including the results of this evaluation as a part of our Japanese language annual securities report. We have established a framework with the goal of ensuring the effectiveness and appropriateness of these controls. However, we may identify a material weakness in our internal control over financial reporting, indicating that our internal control over financial reporting may not be effective.
For example, we identified a material weakness during the quarter ended March 31, 2024 in relation to certain classification and presentation matters within the consolidated statement of cash flows as included within our consolidated financial statements, which resulted in the need to restate the consolidated statement of cash flows in certain of our annual and interim consolidated financial statements. We identified and implemented a number of remediation actions to address this material weakness and intended to mitigate the risk of similar errors occurring in the future within the consolidated statement of cash flows. Our management concluded that our internal control over financial reporting was effective as of March 31, 2024 and March 31, 2025.
If future material weaknesses are identified, we may be unable to provide financial information in our consolidated financial statements and elsewhere in an accurate, timely and reliable manner or requiring additional restatements of our consolidated financial statements or other aspects of our periodic reporting. Such issues may undermine confidence in our published financial information and other reported information by users of our consolidated financial statements, including the holders of our securities, potentially causing reductions in the price of our common stock and/or ADRs. Additionally, such issues could limit our access to capital markets, affect client’s or counterparties’ appetite to enter into transactions with us and subject us to potential regulatory investigations and sanctions. Each of these factors may materially and adversely affect our business, results of operations and financial condition.
| 17. | Misconduct, fraud or other criminal activity by an employee, director or officer, or any third party, could occur, and our reputation in the market and our relationships with clients could be harmed |
We always face the risk that our employees, directors or officers, or any third party, could engage in misconduct that may adversely affect our business. Misconduct by an employee, director or officer includes conduct such as entering into transactions in excess of authorized limits, acceptance of risks that exceed our limits, concealment of unauthorized or unsuccessful activities or criminal or other unlawful actions against customers. The misconduct could also involve the improper use or disclosure of non-public information relating to us or our clients, such as insider trading, improper transmission of such information and the recommendation of trades based on such information, as well as other crimes, which could result in regulatory sanctions, legal liability and serious reputational or financial damage to us.
Third parties may also engage in fraudulent activities, including devising a fraudulent scheme to induce our investment, loans, guarantee or any other form of financial commitment, both direct and indirect. Because of the broad range of businesses that we engage in and the large number of third parties with whom we deal in our day-to-day business operations, such fraud or any other misconduct may be difficult to prevent or detect, and our future reputation and financial condition could be adversely affected, which could result in serious reputational or financial damage to us in the future.
Measures we have implemented or additional measures that may be implemented in the future may not be effective in preventing or managing the risk of misconduct or fraud in all cases, and we may not always be able to detect or deter misconduct or fraud by an employee, director, officers, or third parties. If any administrative or judicial sanction is issued against us as a result of such fraudulent or misconduct, we may lose business opportunities, and our future revenue and results of operations may be materially and adversely affected, even after the sanction is lifted, if and to the extent that our clients, especially public institutions, decide not to engage us for their financial transactions.
In October 2024, a former employee of NSC was arrested by Hiroshima Prefecture police and indicted by the Hiroshima District Public Prosecutors’ Office in November 2024. There is a risk that these developments
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could adversely affect our reputation, potentially leading to a loss of current and future clients, particularly with respect to clients in the Wealth Management division or other retail businesses, which could adversely affect revenues and overall business performance and could adversely affect our financial condition and results of operations.
Since April 2025, there has been a sharp increase in the number of cases of phishing scams and other cybercrime in which third parties pose as NSC attempting to lead customers to phishing websites using fake emails and to steal customer account numbers and passwords. NSC has decided to thoroughly investigate the damages incurred due to unauthorized access to securities accounts caused by these recent phishing scams, in which third parties utilized customer assets to trade securities, and to provide compensation for damages to a certain extent depending on the individual circumstances. As a result of such phishing scams, as well as any perceived shortcomings in the measures taken to compensate for damages incurred and strengthen security, our future reputation and financial condition could be adversely affected.
| 18. | A failure to identify and appropriately address conflicts of interest could adversely affect our business |
We are a global financial institution that provides a wide range of products and services to a diverse group of clients, including individuals, corporations, other financial institutions and governmental institutions. As such, we face potential conflicts of interest in the ordinary course of our business. Conflicts of interests can arise when our services to a particular client conflict or compete, or are perceived to conflict or compete, with our own interests. In addition, where non-public information is not appropriately restricted or shared within Nomura, conflicts of interest can also arise where a transaction within the Nomura Group or a transaction with another client conflict or compete, or is perceived to conflict or compete, with a transaction with a particular client. A failure, or a perceived failure, to identify, disclose and appropriately address such conflicts could adversely affect our reputation, the willingness of current or potential clients to do business with us, and give risk to regulatory actions or litigation against us, which could have a material adverse effect on our financial condition and results of operations.
| 19. | Our business is subject to substantial legal and regulatory risks |
Substantial legal liability or a significant regulatory action against us could have a material adverse effect on our business, financial condition or results of operations, or cause reputational harm to us. Also, material changes in regulations applicable to us or to the markets in which we operate could adversely affect our business. See Note 20 “Commitments, contingencies and guarantees” in our consolidated financial statements included in this annual report for further information regarding the significant investigations, lawsuits and other legal proceedings that we are currently facing.
We face significant legal risks in our businesses. These risks include liability under securities or other laws in connection with securities underwriting and offering transactions, liability arising from the purchase or sale of any securities or other financial products, disputes over the terms and conditions of complex trading arrangements or the validity of contracts for our transactions, disputes with our business alliance partners and legal claims concerning our other businesses.
(1) Legal liability related to our business may occur and could adversely affect our business, financial condition and results of operations
During a prolonged market downturn or upon the occurrence of an event that adversely affects one of the markets in which we operate, we may be exposed to an increase in claims or significant litigations against us. The cost of defending such claims or litigations may be substantial and our involvement in litigation may damage our reputation. For example, during the year ended March 31, 2022, approximately ¥62.0 billion related to legacy transactions in the U.S. from before the global financial crisis (2007 – 2008) was recognized including legal expenses as well as certain transactions intended to mitigate future losses. In addition, even legal transactions might be subject to adverse public reaction according to the particular details of such transactions.
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Furthermore, regulatory and market expectations regarding sustainability, including climate change, in each country continue to evolve rapidly and generate conflicting views and approaches. As a result, our efforts toward sustainability, including participation in voluntary initiatives, may be perceived negatively by some stakeholders, potentially resulting in litigation or administrative penalties.
These risks may be difficult to assess or quantify and their existence and magnitude may remain unknown for substantial periods of time.
(2) Extensive regulation of our businesses limits our activities and may subject us to significant penalties and losses
The financial services industry is subject to extensive regulation. We are subject to increasing regulation by governmental and self-regulatory organizations in Japan and in virtually all other jurisdictions in which we operate, and such governmental and regulatory scrutiny may increase as our operations expand or as laws change. In addition, while regulatory complexities increase, possibilities of extra-territorial application of a regulation in one jurisdiction to business activities outside of such jurisdiction may also increase. These regulations are broadly designed to ensure the stability of financial systems and the integrity of the financial markets and financial institutions, and to protect clients and other third parties who deal with us, and often limit our activities and/or affect our profitability, through net capital, client protection and market conduct requirements. In addition, on top of traditional finance-related legislation, the scope of laws and regulations applying to, and/or impacting on, our operations may become wider depending on the situation of the wider international political and economic environment or policy approaches taken by governmental authorities in respect of regulatory application or law enforcement. In particular, the number of investigations and proceedings against the financial services industry by governmental and self-regulatory organizations has increased substantially and the consequences of such investigations and proceedings have become more severe in recent years, and we are subject to face the risk of such investigations and proceedings. We may not always be able to prevent such violations, and we could be fined, prohibited from engaging in some of our business activities, ordered to improve our internal governance procedures or be subject to revocation of our license to conduct business. Our reputation could also suffer from the adverse publicity that any administrative or judicial sanction against us may create, which may negatively affect our business opportunities and ability to secure human resources. As a result of any such sanction, we may lose business opportunities for a period of time, even after the sanction is lifted, if and to the extent that our clients, especially public institutions, decide not to engage us for their financial transactions. In addition, certain market participants may refrain from investing in or entering into transactions with us if we engage in business activities in regions subject to international sanctions, even if our activities do not constitute violations of sanctions laws and regulations.
On September 25, 2024, the Japanese Securities and Exchange Surveillance Commission (the “SESC”) issued a recommendation that an administrative monetary penalty payment order be issued to the Company’s subsidiary, NSC, based on the SESC’s finding that NSC engaged in activities that constituted a violation of laws and regulations as part of certain Japanese government bond (“JGB”) futures transactions conducted in March 2021. As a result, in October 2024, NSC received a suspension of Special Entitlements of JGB Market Special Participants (Primary Dealer) from October 15, 2024 to November 14, 2024 from Japan’s Ministry of Finance and an order for an administrative monetary penalty from the Financial Services Agency (“FSA”). This could impact Nomura’s reputation and financial condition, potentially adversely affecting its business performance.
(3) Tightening of regulations applicable to the financial system and financial industry could adversely affect our business, financial condition and results of operations
If regulations that apply to our businesses are introduced, modified or removed, we could be adversely affected directly or through resulting changes in market conditions. The impact of such developments could make it economically unreasonable for us to continue to conduct all or certain of our businesses, or could cause us to incur significant costs to adjust to such changes.
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New regulations or revisions to existing regulations relating to accounting standards, regulatory capital adequacy ratios, liquidity ratios and leverage ratios applicable to us could also have a material adverse effect on our business, financial condition and results of operations. Such new regulations or revisions to existing regulations include the so-called Basel III package formulated by the Basel Committee on Banking Supervision (“Basel Committee”) and the finalized Basel III reforms published in December 2017, and also finalized market risk capital framework published in January 2019. NHI is subject to above revised regulatory capital adequacy ratios, liquidity ratios and leverage ratios since March 2025. Furthermore, in October 2012, the Basel Committee developed and published a set of principles on the assessment methodology and higher loss absorbency requirements for domestic systemically important banks (“D-SIBs”), and, in December 2015, the FSA identified NHI as a D-SIB and imposed a surcharge of 0.5% on our required capital ratio after March 2016 with 3-year transitional arrangement. In addition, FSB published the final standard requiring global systemically important banks (“G-SIBs”) to maintain a certain level of total loss-absorbing capacity (“TLAC”) upon their failure in November 2015. Under the FSA’s policy implementing the TLAC framework in Japan as updated in April 2018, the TLAC requirements in Japan apply not only to Japanese G-SIBs but also to Japanese D-SIBs that are deemed (i) of particular need for a cross-border resolution arrangement and (ii) of particular systemic significance to Japanese financial system if they fail. Based on the revised policy, in March 2019, the FSA published the notices and guidelines of TLAC regulations in Japan. According to these notices and guidelines, NHI is subject to the TLAC requirements in Japan from March 31, 2021 although NHI is not identified as a G-SIB as of the date of this annual report. These changes in regulations may increase our funding costs or require us to liquidate financial instruments and other assets, raise additional capital or otherwise restrict our business activities in a manner that could adversely affect our operating or financing activities or the interests of our shareholders.
(4) Deferred tax assets may be impacted due to a change in business condition or in laws and regulations, resulting in an adverse effect on our operating results and financial condition
Under U.S. GAAP, we recognize deferred tax assets in our consolidated balance sheets as a possible benefit of tax relief in the future if certain criteria are met. If we experience or forecast future operating losses, if tax laws or enacted tax rates in the relevant tax jurisdictions in which we operate change, or if there is a change in U.S. GAAP in the future, we may be required to reduce the deferred tax assets recognized in our consolidated balance sheets which may adversely affect our financial condition and results of operations. See Note 15 “Income taxes” in our consolidated financial statements included in this annual report for further information regarding the deferred tax assets that we currently recognize.
(5) Defects in our anti-money laundering and counter-terrorism financing measures could have serious consequences such as, administrative penalties or punitive fines
In recent years, financial crimes have become more sophisticated, complex, and diverse. As the world faces growing threats of military disputes, terrorism, and cyberattacks, it is highly important to counter the financing of crimes and terrorism. Financial institutions around the world are expected to take strong measures to combat money laundering and terrorist financing. Despite our efforts to improve our anti-money laundering and counter-terrorism financing measures, which we have implemented consistently across the Nomura Group in accordance with the recommendations provided by the Financial Action Task Force (FATF) and the FSA’s “Guidelines on Anti-Money Laundering and Terrorist Financing”, there remains a risk that such measures will not be fully effective in preventing or detecting all violations in a timely manner. As a consequence, we could be subject to administrative penalties or punitive fines, which may adversely affect our financial condition and results of operations. See also “—Risks Relating to Legal, Compliance and Other Operational Issues—19. Our business is subject to substantial legal and regulatory risks—(2) Extensive regulation of our businesses limits our activities and may subject us to significant penalties and losses” for further information regarding regulatory actions and other legal proceedings as well as consequences thereof.
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| 20. | Unauthorized disclosure or misuse of personal information held by us may adversely affect our business |
We keep and manage personal information obtained from clients in connection with our business. In recent years, there have been many reported cases of personal information and records in the possession of corporations and institutions being improperly accessed, disclosed or misused. There is also a risk of unauthorized acquisition of client information and misuse of customer information by former employees.
Although we exercise care to protect the confidentiality of personal information and have in place policies and procedures designed to safeguard such information and ensure that it is used in compliance with applicable laws, rules and regulations, were any unauthorized disclosure or misuse of personal information to occur, our business could be adversely affected. For example, we could be subject to government actions such as administrative actions or penalties in case there is any violation of applicable personal data protection laws, rules and regulations or be subject to complaints and lawsuits for damages from clients if they are adversely affected due to the unauthorized disclosure or misuse of their personal information (including leakage of such information by an external service provider). In addition, we could incur additional costs associated with changing our security systems, either voluntarily or in response to administrative guidance or other regulatory initiatives. Moreover, restrictions on our ability to use personal information collected from clients may adversely affect our existing businesses or to develop new ones. Furthermore, any damage to our reputation caused by such unauthorized disclosure or misuse could lead to a decline in new clients and/or a loss of existing clients, as well as to increased costs and expenses incurred for public relations campaigns designed to prevent or mitigate damage to our corporate or brand image or reputation.
| 21. | System failure, information leakage and cost of maintaining sufficient cybersecurity could adversely affect our business, financial condition and results of operations |
Our businesses rely on secure processing, storage, transmission and reception of personal, confidential and proprietary information on our systems. We have been in the past and may again become the target of attempted unauthorized access, computer viruses or malware, and other cyberattacks designed to access and obtain information on our systems or to disrupt and cause other damage to our services. In recent years, many of our employees increasingly work remotely using networking or other technologies, and these technologies have become even more critical to our business. The implementation of remote work arrangements may also increase the possibility that we will be subject to cyberattacks and other information security breaches. In addition, Nomura is engaged in the cryptocurrency business, and if the cryptocurrency wallets used in that business become targets of cyberattacks or other information security breaches, there is a possibility of unauthorized outflow or loss of cryptocurrencies. Although these threats may originate from human error or technological failure, they may also originate from the malice or fraud of internal parties, such as employees, or third parties, including foreign non-state actors and extremist parties. Additionally, we could also be adversely impacted if any of the third-party vendors, exchanges, clearing houses or other financial institutions to whom we are interconnected are subject to cyberattacks or other informational security breaches. Such events could cause interruptions to our systems, reputational damage, client dissatisfaction, legal liability, enforcement actions or additional costs, any and all of which could adversely affect our financial condition and operations.
While we continue to devote significant resources to monitor and update our systems and implement information security measures to protect our systems, there can be no assurance that any controls and procedures we have in place will be sufficient to protect us from future security breaches. As cyber threats are continually evolving, our controls and procedures may become inadequate and we may be required to devote additional resources to modify or enhance our systems in the future.
| 22. | Our business may be adversely affected if we are unable to hire, retain and develop qualified personnel |
Under the philosophy that our people are our greatest assets, we view recruitment, talent development, performance appraisal, and mobility and advancement strategies as one human resources management cycle and
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work on various talent management initiatives in a comprehensive manner. Any failure to hire, retain, and develop qualified personnel may materially and adversely affect our business, financial condition and results of operations. There is significant competition for such personnel, based on factors such as compensation, the working environment, training and other employee benefits and our reputation as an employer. Spending on our human resource initiatives may harm our profitability. Moreover, developing our human resources and instilling in them a uniform corporate culture is a continuous, intensive process, and it may take more time than initially anticipated.
| · | Risks Related to Holding or Trading of NHI Shares and ADSs |
| 23. | Because of daily price range limitations under Japanese stock exchange rules, you may not be able to sell your shares of NHI Shares at a particular price on any particular trading day, or at all |
Stock prices on Japanese stock exchanges are determined on a real-time basis by the equilibrium between bids and offers. These exchanges are order-driven markets without specialists or market makers to guide price formation. For the purpose of protecting investors from excessive volatility, these exchanges set daily upward and downward price fluctuation limits for each stock, based on the previous day’s closing price. Although transactions may continue at the upward or downward limit price if the limit price is reached on a particular trading day, no transactions may take place outside these limits. Consequently, an investor wishing to sell at a price above or below the relevant daily limit may not be able to sell his or her shares of NHI Shares at such price on a particular trading day, or at all.
| 24. | Under Japan’s unit share system, holders of shares of NHI Shares constituting less than one unit are subject to transfer, voting and other restrictions |
The Company’s Articles of Incorporation, as permitted under the Companies Act, provide that 100 shares of NHI Shares constitute one “unit.” The Companies Act imposes significant restrictions and limitations on holdings of shares that constitute less than a whole unit. Holders of shares constituting less than one unit do not have the right to vote or any other rights relating to voting. Under the unit share system, any holders of shares constituting less than a unit may at any time request the Company to purchase their shares. Also, holders of shares constituting less than a unit may request the Company to sell them such number of shares that the Company may have as may be necessary to raise such holder’s share ownership to a whole unit. Shares constituting less than a unit are transferable under the Companies Act, but may not be traded on any Japanese stock exchange.
| 25. | As a holder of ADSs, you will have fewer rights than a shareholder has and you will have to act through the depositary to exercise these rights |
The rights of shareholders under Japanese law to take actions including voting their shares, receiving dividends and distributions, bringing derivative actions, examining the company’s accounting books and records and exercising appraisal rights are available only to holders of record. Because the depositary, through its custodian agent, is the record holder of the shares underlying the ADSs, only the depositary can exercise those rights in connection with the deposited shares. The depositary will make efforts to vote the shares underlying your ADSs as instructed by you and will pay you the dividends and distributions collected from the Company. However, in your capacity as an ADS holder, you will not be able to bring a derivative action, examine the Company’s accounting books or records or exercise appraisal rights except through the depositary.
| 26. | Rights of shareholders under Japanese law may be more limited than under the laws of other jurisdictions |
The Companies Act and the Company’s Articles of Incorporation and Regulations of the Board of Directors govern the Company’s corporate affairs. Legal principles relating to such matters as the validity of corporate
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procedures, directors’ and executive officers’ fiduciary duties and shareholders’ rights may be different from those that would apply to a non-Japanese company. Shareholders’ rights under Japanese law may not be as extensive as shareholders’ rights under the laws of other jurisdictions, including jurisdictions within the U.S. You may have more difficulty in asserting your rights as a shareholder than you would as a shareholder of a corporation organized in another jurisdiction.
| 27. | The Company’s shareholders of record on a record date may not receive the dividend they anticipate |
The customary dividend payout practice of publicly listed companies in Japan may significantly differ from that widely followed or otherwise deemed necessary or fair in foreign markets. The Company’s dividend payout practice is no exception. The Company ultimately determines whether the Company will make any dividend payment to shareholders of record as of a record date and such determination is made only after such record date. For the foregoing reasons, the Company’s shareholders of record as of a record date may not receive the dividends they anticipate. Furthermore, the Company does not announce any dividend forecasts.
| 28. | It may not be possible for investors to secure personal jurisdiction within the U.S. over the Company or the Company’s directors or executive officers, or to enforce against the Company or those persons judgments obtained in U.S. courts predicated upon the civil liability provisions of the federal securities laws of the U.S. |
The Company is a limited liability, joint-stock corporation incorporated under the laws of Japan. Most of the Company’s directors and executive officers reside in Japan. Many of the Company’s assets and the assets of these persons are located in Japan and elsewhere outside the U.S. It may not be possible, therefore, for U.S. investors to obtain personal jurisdiction over the Company or these persons within the U.S. or to enforce against the Company or these persons judgments obtained in U.S. courts predicated upon the civil liability provisions of the federal securities laws of the U.S. The Company believes that there is doubt as to the enforceability in Japan, in original actions or in actions for enforcement of U.S. court judgments, of liabilities predicated solely upon the federal securities laws of the U.S.
| · | Special Note Regarding Forward-looking Statements |
This annual report contains forward-looking statements that are based on our current expectations, assumptions, estimates and projections about our business, our industry and capital markets around the world. These forward-looking statements are subject to various risks and uncertainties. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “anticipate”, “estimate”, “plan” or similar words. These statements discuss future expectations, identify strategies, contain projections of our results of operations or financial condition, or state other forward-looking information.
Known and unknown risks, uncertainties and other factors may cause our actual results, performance, achievements or financial position to differ materially from any future results, performance, achievements or financial position expressed or implied by any forward-looking statement contained in this annual report. Such risks, uncertainties and other factors are set forth in this Item 3.D and elsewhere in this annual report.
Item 4. Information on the Company
A. History and Development of the Company.
The Company (previously known as The Nomura Securities Co., Ltd.) was incorporated in Japan on December 25, 1925 under the Commercial Code of Japan when the securities division of The Osaka Nomura Bank, Ltd. became a separate entity specializing in the trading and distribution of debt securities in Japan. The Company was the first Japanese securities company to develop its business internationally with the opening in 1927 of a representative office in New York. In Japan, we broadened the scope of our business when we began trading in equity securities in 1938 and when we organized the first investment trust in Japan in 1941.
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We have played a leading role in most major developments in the Japanese securities market. These developments include the resumption of the investment trust business in the 1950s, the introduction of public stock offerings by Japanese companies in the 1960s, the development of the over-the-counter bond market in the 1970s, the introduction of new types of investment trusts such as the medium-term Japanese government bond investment trust in the 1980s, and the growth of the corporate bond and initial public offering markets in the 1990s.
Our expansion overseas accelerated in 1967, when the Company acquired a controlling interest in Nomura International (Hong Kong) Limited for the purpose of conducting broker-dealer activities in the Hong Kong capital markets. Subsequently, we established a number of other overseas subsidiaries, including Nomura Securities International, Inc. in the U.S. in 1969 as a broker-dealer and Nomura International Limited, now Nomura International plc, in the U.K. in 1981, which acts as an underwriter and a broker, as well as other overseas affiliates, branches and representative offices.
On October 1, 2001, we adopted a holding company structure. In connection with this reorganization, the Company changed its name from “The Nomura Securities Co., Ltd.” to “Nomura Holdings, Inc.” The Company continues to be listed on the Tokyo Stock Exchange and other stock exchanges. A wholly-owned subsidiary of the Company assumed the Company’s securities businesses and was named “Nomura Securities Co., Ltd.”
The Company has proactively engaged in establishing a governance framework to ensure transparency in the Company’s management. Among other endeavors, when the Company adopted a holding company structure and was listed on the New York Stock Exchange (“NYSE”) in 2001, the Company installed Outside Directors. In addition, in June 2003, the Company further strengthened and increased the transparency of the Company’s oversight functions by adopting the Company with Three Board Committees (previously known as the Committee System), a system in which management oversight and business execution functions are clearly separated.
In 2008, to pave the way for future growth, the Company acquired and integrated the operations of Lehman Brothers in Asia Pacific, Europe and the Middle East.
The address of the Company’s registered office is 13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8645, Japan, telephone number: +81-3-5255-1000.
The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at https://www.sec.gov. Our corporate website is https://www.nomuraholdings.com.
B. Business Overview.
Overview
We are one of the leading financial services groups in Japan and we operate offices in countries and regions worldwide including Japan, the U.S., the U.K., Singapore and Hong Kong Special Administrative Region (“Hong Kong”) through our subsidiaries.
Our clients include individuals, corporations, financial institutions, governments and governmental agencies.
Our business consists of Wealth Management, Investment Management, Wholesale, and Banking*, which are described in further detail below. See also Note 21 “Segment and geographic information” in our consolidated financial statements included in this annual report.
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* We established a new Banking Division, effective April 1, 2025. Historical financial information as of and for three years ended March 31, 2025 and the discussion thereof included in this annual report is presented on the basis of our historical structure consisting of three divisions (Wealth Management, Investment Management and Wholesale). Discussions of our business on and after April 1, 2025, including discussions of our strategy and goals, are on the basis of the new four division structure.
Corporate Goals and Principles
1. Fundamental Management Policy
In Fundamental Management Policy formulated by the Board of Directors, our company has set the following Management Vision and Basic Vision of Group Management.
Fundamental Management Policy of Nomura Holdings, Inc.
(Management Vision)
Nomura Group’s management vision is to enhance its corporate value by deepening society’s trust in the firm and increasing satisfaction of stakeholders, including that of shareholders and clients.
As a global investment bank, the Company will provide high value-added solutions to clients globally, and recognizing its wider social responsibility, the Company will continue to contribute to the economic growth and development of society.
To enhance its corporate value, the Company utilizes return on equity (“ROE”) as a management indicator and will strive for sustainable business transformation.
(Basic Vision of Group Management)
(1) Nomura Group will establish its modernized growth model by itself through realizing expansion of its business in new domains. Nomura Group will also establish an earning structure not subject to market condition with proper cost control and risk management.
(2) Nomura Group will aim to serve its customers at the highest level in every investment, by paying thorough attention to the needs of its customers and the market and by providing its customers with highly value-added solutions in financial and capital markets.
(3) Nomura Group will emphasize compliance with applicable laws and regulations and proper corporate behavior to carry out compliance and conduct risk management in daily business operations. Each company of Nomura Group shall respect customers’ interests and comply with applicable laws and regulations relating to the business.
(4) Nomura Group seeks to ensure effective management oversight and increase management transparency.
(5) Nomura Group will contribute to expanding securities markets through daily business and continuously engage in educational activities regarding investment in order to broaden participation in the securities market.
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2. Purpose
NHI will celebrate its 100th anniversary in December 2025. As we look to the next one hundred years, Nomura Group has established a Group Purpose to underpin group management in April 2024. Nomura Group is dedicated to the tenets embodied in its Founder’s Principles and the unwavering values ingrained in its Corporate Philosophy.:
| Purpose We aspire to create a better world by harnessing the power of financial markets
|
Since its founding, Nomura Group has strived to contribute to the development of financial markets. Amid a complex and rapidly changing environment, Nomura Group will continue to leverage its knowledge and expertise to deliver added value and create a better world through the financial markets. The Group Purpose articulates Nomura Group’s strong resolve to work together with various stakeholders to build a better future, and its determination to continue taking on new challenges to become the best company for its clients and other stakeholders.
3. Management Vision
In May 2024, we formulated a new Management Vision for fiscal 2030, “Reaching for Sustainable Growth”, with the aim of promoting management strategies in line with our Purpose. Nomura Group continues to engage in the development of the financial and capital markets and the provision of optimal solutions to our clients by facilitating the circulation of risk capital through the provision of a wide range of financial services.
Our Business Divisions
Wealth Management
In our Wealth Management Division, we conduct wealth management business by delivering a wide range of financial products and services, including, high quality investment services and non-financial services, mainly for individuals and corporations in Japan, primarily through a network of nationwide branches of NSC and online services. The total number of local branches, including our head office, was 104 as of the end of March 2025.
We offer asset consultation services to meet the medium and long-term needs of our clients to manage their assets. We discuss Wealth Management client assets in “Wealth Management Client Assets” under Item 5.A of this annual report.
Investment Management
Our Investment Management Division is committed to providing high-quality investment strategies, products, and services to a wide range of investors. Along with delivering investment trusts for individual investors through financial institutions in Japan, we provide various investment solutions, both in public and private market asset classes, to pension funds, institutional investors, and financial intermediaries globally.
We are continuously improving our product offerings and services to meet the diversifying investment needs of our clients in the broad asset management business. By combining our expertise in traditional assets such as stocks and bonds with alternative assets such as private equity, private debt, and real assets, we provide added value and offer advanced services and solutions to meet the diverse needs of our clients. Within the Investment Management Division, Nomura Asset Management Co., Ltd. and our other investment and asset management companies maintain their respective independence in their investing activities to fulfill applicable fiduciary duties while leveraging the common knowledge, infrastructure, and capabilities of Nomura Group.
Our primary source of revenue stems from the asset management fees received from our clients or funds we manage. Typically, our asset management fees are based on fixed annual rates calculated based on the amount of assets under our management. Also, we occasionally receive success or performance-linked fees contingent on
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the investment performance delivered to our clients. We also seek to generate investment gains through our own investments. We often co-invest in private market funds we manage alongside external investors to demonstrate our commitment to the underlying investment strategies of those funds.
Wholesale
Our Wholesale Division consists of two businesses, Global Markets, which is mainly engaged in trading, sales, and structuring of financial products, and Investment Banking which is engaged in advisory, financing, and solution businesses.
Global Markets
Global Markets offers a wide range of services including: trading, sales, structuring of fixed income and equity products along with providing structured financing and solutions.
Fixed income products include: government securities, interest rate derivatives, investment-grade and high-yield corporate debt, credit derivatives, G-10 and emerging markets currencies, and securitized products, in OTC and listed markets. We act as primary dealers in the Japanese government securities market as well as select markets in Asia, Europe, and the U.S.
Equity products include: listed equity securities, Exchange Traded Funds (“ETFs”), convertible securities, listed and OTC equity derivatives, and equity financing in select markets with the support of prime services. Additionally, we offer agency execution services utilizing cutting-edge trading technology to help clients achieve best execution for their market trades. To provide extensive market access to our clients, we are a member of various exchanges around the world, with an industry leading market share on the Tokyo Stock Exchange.
These product offerings are supported by our global structuring and quantitative analysis functions, which paired with our utilization of information technology help provide tailored ideas and trading strategies for our institutional and corporate clients as well as our retail franchise.
Investment Banking
We offer a broad range of investment banking services to a diverse range of corporations, financial institutions, sovereigns, financial sponsors and others. We aim to establish and cultivate strong, long-term relationships with our clients by providing them with our extensive resources for each bespoke solution.
Financing & Solutions. We underwrite offerings of a wide range of securities and other financial instruments, including various classes of shares, convertible and exchangeable securities, investment grade and high yield debt, sovereign and emerging market debt, structured securities and other securities in the Asian, European, U.S. and other financial markets while also arranging private placements, and engaging in other capital raising activities. We also provide a wide range of solution products including event driven solutions (e.g. deal contingent hedging) and non-event driven solutions (e.g. cash management).
Financial Advisory. We provide financial advisory services on business transactions including mergers and acquisitions, divestitures, spin-offs, capital structuring, corporate defense activities and leveraged buyouts. Our involvement in reorganizations and other corporate restructurings related to industry consolidation enhances our opportunities to offer clients other investment banking services.
Banking
We established a new Banking Division, effective April 1, 2025.
The decision to launch the new division was driven by the megatrends of inflation, the changing interest rate environment and the acceleration of movements toward the realization of Japanese government’s “Policy Plan
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for Promoting Japan as a Leading Asset Management Center”. Nomura Group recognized the importance of enhancing its efforts to provide a diverse range of high-quality services through its Banking businesses. The Banking Division will leverage the strengths of The Nomura Trust and Banking Co., Ltd. and Nomura Bank (Luxembourg) S.A. in private markets and bespoke products and meet the diverse needs of clients in areas such as asset building and estate planning.
Our Research Activities
We have an extensive network of intellectual capital with key research offices in Tokyo, Hong Kong and other major markets in the Asia-Pacific region, as well as in London and New York. We are recognized as a leading content provider with an integrated global approach to providing capital markets research. Our analysts collaborate closely across regions and disciplines to track changes and spot future trends in politics, economics, foreign exchange, interest rates, equities, and credit, and also provide quantitative analysis.
Our Information Technology
We believe that information technology is integral to our overall business and intend to maintain and enhance our technology platform to ensure that we are able to meet and exceed our clients’ needs. Accordingly, we will continue to invest, enhance and adapt our technology platform to ensure it remains aligned to the firm’s strategy and proactively seek and implement innovative financial technology to improve the operations of our business.
In our Wealth Management Division, we continually invest and enhance our core system and related systems to improve efficiency in our business operations. We are also continuously working on improving our internet-based and smartphone platforms.
In our Investment Management Division, we are dedicated to investing in and improving our technology platforms that are essential to our core businesses by leveraging third-party services to enhance our capabilities and efficiency. We are also continuously working on digital marketing initiatives to expand our business opportunities, and utilizing advanced technology to automate and sophisticate operations within the Investment Management Division.
In our Wholesale Division, we continually invest and enhance our technology platforms to provide better risk management and improved data governance, as well as increase trading capabilities and improve efficiency in our business processes. In order to ensure adequate support for our Wholesale operations, we continue to utilize our offshore service entities in India and further enhance our regional support based capabilities.
In our Banking Division, we plan to continually invest in and enhance our technology platforms to strengthen risk management and improve the efficiency of our business processes. We are also committed to continuously investing in and improving our internet banking services to enhance customer convenience and security, as well as our initiatives in digital marketing.
Furthermore, our digital transformation efforts are directly linked to the competitiveness of financial institutions in the future, and we will continue to promote a wide range of initiatives based on our strategy in order to provide highly convenient services to our clients and respond to diversifying needs. We also believe that our people are the source of added value created by the Nomura Group even in a world where digitization and digitalization are advanced. We will continue to strengthen the development of our human resources with the qualities required for the upcoming era, such as consulting capabilities that make full use of both face-to-face and virtual communications.
Competition
The financial services industry is intensely competitive and we expect it to continue remain so. We compete globally with other brokers and dealers, investment banking firms, commercial banks, investment advisors and
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other financial services firms. We also face competition on regional, product and niche bases from local and specialist firms. Increasingly, we face competition from online securities firms, FinTech companies and non-financial companies entering the financial services sector. A number of factors determine our competitive position against other firms, including:
| • | the quality, range and prices of our products and services, |
| • | our ability to originate and develop innovative client solutions, |
| • | our ability to maintain and develop client relationships, |
| • | our ability to access and commit capital resources, |
| • | our ability to retain and attract qualified employees, and |
| • | our general reputation. |
Our competitive position is also affected by the overall condition of the global financial markets, which are influenced by factors such as:
| • | the monetary and fiscal policies of national governments and international economic organizations, |
| • | economic, political and social developments both within and between Japan, the U.S., Europe and other major industrialized and developing countries and regions, and |
| • | increasing digitalization beyond the traditional financial sector |
In Japan, we compete with other Japanese and non-Japanese securities companies and other financial institutions. Competition has become more intense due to deregulation in the Japanese financial industry since the late 1990s and the increased presence of global securities companies and other financial institutions. In particular, major global firms have increased their presence in securities underwriting, corporate advisory services (particularly, mergers and acquisitions advisory) and secondary securities sales and trading.
There has also been substantial consolidation and convergence among financial institutions, both within Japan and globally and this trend continued as the credit crisis caused mergers and acquisitions and asset acquisitions in the industry. The growing presence and scale of financial groups which encompass commercial banking, securities brokerage, investment banking and other financial services has led to increased competition. Through their broadened offerings, these firms are able to create good client relationships and leverage their existing client base in the brokerage and investment banking business as well.
In addition to the breadth of their products and services, these firms have the ability to pursue greater market share in investment banking and securities products by reducing margins and relying on their commercial banking, asset management, insurance and other financial services activities. This has resulted in pricing pressure in our investment banking and trading businesses and could result in pricing pressure in other areas of our businesses. We have also competed, and expect to compete, with other financial institutions which commit capital to businesses or transactions for market share in investment banking activities. In particular, corporate clients may seek loans or commitments in connection with investment banking mandates and other assignments.
Moreover, the trend toward consolidation and convergence has significantly increased the capital base and geographic reach of some of our competitors, hastening the globalization of the securities and financial services markets. To accommodate this trend, we will have to compete successfully with financial institutions that are large and well-capitalized, and that may have a stronger local presence and longer operating history outside Japan.
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Regulation
Japan
Regulation of the Securities Industry and Securities Companies. Pursuant to the Financial Instruments and Exchange Act (“FIEA”), the Prime Minister of Japan has the authority to supervise and regulate the securities industry and securities companies, and delegates its authority to the Commissioner of the FSA. The Company, as a holding company of a securities company, as well as subsidiaries such as NSC and Nomura Financial Products & Services, Inc. (“NFPS”), are subject to such supervision and regulation by the FSA. The Commissioner of the FSA delegates certain authority to the Director General of Local Finance Bureaus to inspect local securities companies and branches. Furthermore, the Securities and Exchange Surveillance Commission, an external agency of the FSA which is independent from the Agency’s other bureaus, is vested with authority to conduct day-to-day monitoring of the securities markets and to investigate irregular activities that hinder the fair trading of securities, including inspection of securities companies. Securities companies are also subject to the rules and regulations of the Japanese stock exchanges and the Japan Securities Dealers Association, a self-regulatory organization of the securities industry.
To enhance investor protection, each Japanese securities company is required to segregate client assets and to hold membership in an Investor Protection Fund approved by the government under the FIEA. The Investor Protection Fund is funded through assessments on its securities company members. In the event of failure of a securities company that is a member of the fund, the Investor Protection Fund provides protection of up to ¥10 million per client. The Investor Protection Fund covers claims related to securities deposited by clients with the failed securities company and certain other client claims.
Regulation of Other Financial Services. Securities companies are not permitted to conduct banking or other financial services directly, except for those which are registered as money lenders and engaged in money lending business under the Money Lending Business Act or which hold permission to act as bank agents and conduct banking agency activities under the Banking Law. Among the subsidiaries of the Company in Japan, NSC is a securities company that is also registered as a money lender and holds permission to act as a bank agent. Another subsidiary of the Company, the Nomura Trust and Banking Co., Ltd holds a banking license and trust business license.
Financial Instruments and Exchange Act. The FIEA widely regulates financial products and services in Japan under the defined terms “financial instruments” and “financial instruments trading business”. It regulates most aspects of securities transactions and the securities industry, including public offerings, private placements and secondary trading of securities, on-going disclosure by securities issuers, tender offers for securities, organization and operation of securities exchanges and self-regulatory associations, and registration of securities companies. In addition, to enhance fairness and transparency in the financial markets and to protect investors, the FIEA provides for, among other things, penalties for misrepresentations in disclosure documents and unfair trading, strict reporting obligations for large shareholders and corporate information disclosure systems, including annual and semiannual report systems, submission of confirmation certificates concerning the descriptions in securities reports, and internal controls over financial reporting.
The FIEA also provides for corporate group regulations on securities companies the size of which exceeds specified parameters (Tokubetsu Kinyu Shouhin Torihiki Gyosha, “Special Financial Instruments Firm”) and on certain parent companies designated by the Prime Minister (Shitei Oyagaisha, “Designated Parent Companies”) and their subsidiaries (together, the “Designated Parent Company Group”). The FIEA aims to regulate and strengthen business management systems, compliance systems and risk management systems to ensure the protection of investors. The FIEA and its related guidelines also provide reporting requirements to the FSA on the Designated Parent Company Group’s business and capital adequacy ratios, enhanced public disclosures as well as restrictions on compensation all of which are designed to reduce excessive risk-taking by executives and employees of a Designated Parent Company Group. We were designated as the Designated Parent Company of NSC in April 2011 and were designated as the Designated Parent Company of NFPS in December 2013. As the Designated Parent Company and the final parent company within a corporate group (Saishu Shitei Oyagaisha, “a
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Final Designated Parent Company”), we are subject to these requirements. A violation of the FIEA may result in various administrative sanctions, including the revocation of registration or license, the suspension of business or an order to discharge any director or executive officer who has failed to comply with the FIEA.
Orderly Resolution Regime. On March 6, 2014, amendments to the FIEA and the Deposit Insurance Act, which included the establishment of an “Orderly Resolution Regime for Financial Institutions” to prevent a financial crisis that may spread across financial markets and may seriously impact the real economy, took effect. Under the Orderly Resolution Regime, the Financial Crisis Response Council, chaired by the Prime Minister, will take measures such as providing liquidity to ensure the performance of obligations for critical market transactions where it is considered necessary to prevent severe market disruption. Such measures will be funded by the financial industry, except in special cases where the government will provide financial support.
TLAC. In April 2016, the FSA published its policy describing its approach and framework for the introduction of the TLAC requirements in Japan applicable to Japanese G-SIBs and, in April 2018, released revisions to such policy that extended the coverage of the TLAC requirements in Japan not only to Japanese G-SIBs but also to Japanese D-SIBs that are deemed (i) of particular need for a cross-border resolution arrangement and (ii) of particular systemic significance to Japanese financial system if they fail. Based on the revised policy, in March 2019, the FSA finally published the notices and guidelines of TLAC regulations in Japan (including TLAC holding regulations). Although Nomura is not identified as a G-SIB as of the date of this annual report, Nomura is subject to the TLAC regulations in Japan, and is required to meet a minimum External TLAC requirement of holding TLAC in an amount at least 16% of our consolidated risk-weighted assets as from March 31, 2021 and at least 18% as from March 31, 2024 as well as at least 6% of the applicable Basel III leverage ratio denominator from March 31, 2021 and at least 6.75% from March 31, 2024 (which 6.75% was increased, pursuant to the recent amendment to the TLAC regulations in Japan, to 7.1% from April 1, 2024).
Regulatory Changes. On May 31, 2019, a bill to amend the FIEA and the Payment Services Act, etc. was passed by the Diet of Japan. The amendment to the FIEA includes establishing the concept of “electronically recorded transferable rights” (denshi kiroku iten kenri, “ERTRs”) and treating ERTRs as Securities defined in Paragraph 1 of the FIEA. As a result, ERTRs are subject to requirements of the Disclosure of Corporate Affairs and Other Related Matters, and regulations for Financial Instruments Business Operators Engaged in Type I Financial Instruments Business apply to institutions dealing in ERTRs. Additionally, “crypto assets” (“angou shisan”) are now included in the definition of “Financial Instruments”, and derivatives transactions related to crypto assets are subject to the provisions of the FIEA. As a result of the amendment, certain special provisions concerning the crypto asset-related business have been introduced, whereby Financial Instruments Business Operators, etc. must explain the nature of crypto assets and must not make any representation that may mislead their customers about the nature of crypto assets. Moreover, regulations governing unfair acts in respect of crypto asset and crypto asset derivative transactions are introduced. The amendment became effective on May 1, 2020.
Overseas
Our overseas offices and subsidiaries are also subject to various laws, rules and regulations applicable in the countries where they conduct their operations, including, but not limited to those promulgated and enforced by the Securities and Exchange Commission (“SEC”), the Commodity Futures Trading Commission (“CFTC”), the U.S. Treasury, the NYSE, the Chicago Mercantile Exchange and other exchanges and/or clearinghouses, the Financial Industry Regulatory Authority (“FINRA”) (a self-regulatory organization (“SRO”) for the U.S. securities industry), the National Futures Association (“NFA”) (an SRO for the U.S. derivatives industry) in the U.S.; by the Prudential Regulation Authority (“U.K. PRA”) and the Financial Conduct Authority (“U.K. FCA”) in the U.K; and by a number of EU regulators including Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), Autorité de Contrôle Prudentiel et de Résolution (ACPR), the Commission de Surveillance du Secteur Financier (CSSF) and Autorité des Marches Financiers (AMF). We are also subject to international money laundering and related regulations in various countries. For example, the USA PATRIOT Act of 2001 contains measures to prevent, detect and prosecute terrorism and international money laundering by imposing significant compliance
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and due diligence obligations and creating crimes and penalties. Failure to comply with such laws, rules or regulations could result in fines, suspension or expulsion, which could materially and adversely affect us.
Regulation in the United States
In the U.S., the SEC is the federal agency responsible for the administration of the federal securities laws, and the CFTC is the federal agency responsible for the administration of laws relating to commodity futures, commodity options and swaps industry. In addition, FINRA and the NFA are SROs that are actively involved in the regulation of financial services businesses (securities businesses in the case of FINRA and commodities/futures businesses in the case of the NFA). In addition to federal regulation, we are subject to state securities regulations in each state and U.S. territory in which we conduct securities or investment advisory activities. The SEC, FINRA, CFTC, NFA and state securities regulators conduct periodic examinations of broker-dealers, investment advisors, futures commission merchants (“FCMs”), swap dealers and security-based swap (“SBS”) dealers. Financial services businesses are also subject to regulation and examination by state securities regulators and, in some cases, investigations and reviews by attorneys general in those states in which they do business. In addition, broker-dealers, investment advisors, FCMs, swap dealers and SBS dealers must also comply with the rules and regulation of clearing houses, exchanges, swap execution facilities and trading platforms of which they are a member.
Broker-dealers are subject to SEC, FINRA and state securities regulations that cover all aspects of the securities business, including sales and trading methods, publication of research reports, trade practices, among broker-dealers, risk management, use and safekeeping of customers’ funds and securities, capital structure and requirements, anti-money laundering efforts, recordkeeping and the conduct of broker-dealer personnel including officers and employees. Our U.S. subsidiaries Nomura Securities International, Inc. (“NSI”) and Instinet, LLC (“ILLC”) are registered as broker-dealers with the SEC. U.S. subsidiary Nomura Global Financial Products Inc. (“NGFP”) is an “OTC derivatives dealer,” which is a class of broker-dealer exempt from certain broker-dealer requirements, including membership in an SRO, regular broker-dealer margin rules and application of the Securities Investor Protection Act of 1970, but are subject to special requirements, including limitations on the scope of their securities activities, specified internal risk management control systems, recordkeeping obligations and reporting responsibilities. OTC derivatives dealers are also subject to alternative net capital treatment.
Registered investment advisors are subject to, among other requirements, SEC regulations concerning marketing, transactions with affiliates, custody of client assets, disclosures to clients, conflict of interest, insider trading and recordkeeping. Investment advisors that are also registered as commodity trading advisors or commodity pool operators are also subject to regulation by the CFTC and the NFA. Certain of our subsidiaries, including NSI as well as Nomura Asset Management Co., Ltd., Nomura Asset Management U.S.A. Inc. and other asset management subsidiaries, are registered as investment advisors with the SEC.
FCMs, introducing brokers and swap dealers that engage in commodity options, futures or swap transactions are subject to regulation by the CFTC and the NFA. CFTC rules require registration of swap dealers, mandatory clearing and execution of certain swaps through regulated clearing houses and execution facilities, real-time public reporting and adherence to business conduct standards for all in-scope swaps. A number of these requirements, particularly those regarding recordkeeping and reporting, also apply to transactions that do not involve a registered swap dealer. CFTC rules establishing capital requirements for swap dealers that are not subject to the capital rules of a prudential regulator, such as the FRB, became effective in October 2021. The CFTC has also adopted financial reporting requirements for covered swap entities and amended existing capital rules for CFTC-registered FCMs to provide explicit capital requirements for proprietary positions in swaps and security-based swaps that are not cleared by a clearing organization. Swap dealers that are not subject to the jurisdiction of a Prudential Regulator are subject to the margin rules issued by the CFTC (which covers non-bank swap dealers, such as our subsidiaries). Inter-affiliate transactions under the CFTC margin rules are generally exempt from initial margin requirements under certain conditions. NSI is registered as an FCM with the CFTC. NGFP and Nomura International plc, a U.K. subsidiary, are registered as swap dealers with the CFTC. ILLC is registered as an introducing broker with the CFTC.
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The SEC has instituted a regulatory regime over SBS dealers, including (i) capital, margin and segregation requirements; (ii) recordkeeping, financial reporting and notification requirements; (iii) business conduct standards; (iv) regulatory and public trade reporting; and (v) the application of risk mitigation techniques to uncleared portfolios of SBSs. Our subsidiaries NGFP and NIP are registered with the SEC as SBS dealers and subject to the SEC’s regulations regarding SBSs.
The CFTC and the SEC have adopted rules relating to cross-border regulation of swaps and SBSs. The CFTC and the SEC have entered into agreements with certain non-U.S. regulators regarding the cross-border regulation of derivatives and the mutual recognition of certain cross-border execution facilities and certain clearing houses, and have approved substituted compliance with certain non-U.S. regulations related to certain capital, margin, recordkeeping, financial reporting and business conduct requirements.
On July 18, 2024, the CFTC approved an order granting conditional substituted compliance in connection with certain capital and financial reporting requirements applicable to nonbank swap dealers organized and domiciled in the U.K. subject to regulation by the U.K. PRA. This substituted compliance order, which replaces previous no-action relief provided by the CFTC, applies to NIP, which satisfies the capital and financial reporting requirements by complying with the conditions of the order.
Additional legislation or rules promulgated by the SEC, FINRA, CFTC, NFA, other SROs and state securities regulators, or changes in such legislation or rules or in the interpretation or enforcement of existing legislation or rules may directly affect our operations and profitability. The SEC, CFTC, FINRA, NFA, state securities regulators and state attorneys general may conduct administrative proceedings or initiate civil litigation that can result in adverse consequences for us, our subsidiaries and our and their respective officers and employees (including, without limitation, injunctions, censures, fines, suspensions, directives that impact business operations (including proposed expansions), membership expulsions, or revocations of licenses and registrations).
Further, The Foreign Account Tax Compliance Act (“FATCA”), which was enacted in 2010, requires foreign financial institutions (“FFIs”) to report to the U.S. Internal Revenue Service information about financial accounts held by U.S. taxpayers, or by foreign entities in which U.S. taxpayers hold a substantial ownership interest. As a result, Nomura is subject to certain reporting requirements consistent with a mutual agreement between Japanese governmental authorities and the U.S. Treasury Department.
Recent and Proposed Changes to U.S. Regulation
In June 2016, the SEC approved amendments to FINRA Rule 4210 requiring, FINRA member broker-dealers to set risk limits on each counterparty transacting in specified forward-settling agency mortgage-backed securities (“covered agency transactions”) as of December 2016, and to collect variation margin and/or maintenance margin from certain counterparties transacting in covered agency transactions as of June 2018. A failure to collect required margin in a timely manner (T+1) results in an obligation for the FINRA member broker-dealer to take a capital charge, and ultimately (T+5) to liquidate the customer’s position in order to satisfy the margin deficiency. After seven years of extending the implementation date of the original rulemaking, the SEC approved FINRA’s amendments on July 27, 2023, and the amendments became effective on May 22, 2024.
On October 13, 2023, the SEC adopted new Rule 10c-1a, which requires (a) certain persons to report information about securities loans to a registered national securities association (“RNSA”), and (b) RNSAs to make publicly available certain information that they receive regarding those lending transactions. FINRA is currently the only RNSA. Rule 10c-1a became effective January 2, 2024. The final FINRA rules pursuant thereto were required be adopted within 12 months thereof (i.e., by January 2025), with reporting by covered persons to commence by the first business day 24 months after the effective date of Rule 10c-1a (i.e., January 2026). On May 1, 2024, FINRA filed with the SEC a proposed rule change to adopt the new FINRA 6500 series – Securities Lending and Transparency Engine to implement Rule 10c-1a. The SEC approved the proposed rule change, which was partially amended on November 14, 2024, on January 2, 2025.
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In December 2021, the SEC proposed rules (a) to prevent fraud, manipulation and deception in connection with security-based swaps, (b) to prevent undue influence over the chief compliance officer (CCO) of SBS dealers and major SBS participants and (c) to require any person with a large SBS position to publicly report certain information related to the position. On June 7, 2023, the SEC adopted the first two of these rules, relating to fraud, manipulation and deception in connection with security-based swaps and prevention of undue influence over the CCO; these rules became effective on August 29, 2023. The SEC has not yet adopted final rules requiring public reporting of large security-based swaps positions, and whether and when such final rules may be adopted is unclear.
In December 2022, the SEC issued four proposals to reform the U.S. equity market structure. The SEC proposed establishing a broker-dealer best execution standard, which would require broker-dealers to use reasonable diligence to ascertain the best market for a customer order so that the resultant price to the customer is as favorable as possible under prevailing market conditions. The best execution standard applies to all securities and supplements but does not replace the existing FINRA best execution rules. The SEC also proposed, among other things, to require that individual investor orders routed through broker-dealers be exposed to order-by-order competition in qualified auctions; to update the minimum pricing increments, with variable price increments based on the trading characteristics of stocks, reduce the access fee caps for protected quotations of trading centers, increase the transparency of exchange fees and rebates, and accelerate the implementation of rules that will make information about the market’s best priced, smaller-sized orders publicly available; and to revise and expand reporting and disclosure requirements relating to execution quality. On October 18, 2023, the SEC proposed a new rule to prohibit national securities exchanges from offering volume-based transaction pricing in connection with the execution of agency or riskless principal-related orders in certain stocks On March 6, 2024, the SEC adopted rule amendments that revise and expand reporting and disclosure requirements relating to execution quality, which is scheduled to become effective in December 2025. On September 18, 2024, the SEC adopted final rules for minimum pricing increments, access fee caps, transparency of exchange access fees and rebates, and the acceleration of implementation of rules making information about the market’s best priced, smaller-sized orders publicly available. While the rules were scheduled to be implemented in November 2025, the SEC stayed implementation of the rules in part on December 12, 2024 due to pending litigation challenging the rules. Final rules for the best execution standard, order-by-order competition in auctions, and volume-based transaction pricing have yet to be adopted, and whether and when such final rules may be adopted is unclear.
On May 16, 2024, the SEC adopted amendments to Regulation Privacy of Consumer Financial Information (“Regulation S-P”) and proposed amendments to Regulation Systems Compliance and Integrity Regulation (“Regulation SCI”). The amendments to Regulation S-P require broker-dealers, investment companies and investment advisers registered with the SEC to adopt written policies and procedures for incident response programs to address unauthorized access to or use of customer information. The amended Regulation S-P requires covered entities to notify individuals affected by an incident involving sensitive customer information as soon as practicable, but no later than 30 days, and provide them with details about the incident and other information intended to help affected individuals respond appropriately. Larger entities will be required to comply with the amendments no later than December 3, 2025, and smaller entities will be required to comply no later than June 3, 2026. The proposed amendments to Regulation SCI would, among other things, expand the types of entities covered by the regulation, require additional policies and procedures to address cybersecurity risks, and require disclosure of additional types of cybersecurity events to the SEC. Comments were due on June 13, 2023, but final amendments have yet to be adopted. It is unclear whether and when final rules may be adopted.
On June 12, 2023, FINRA released a concept proposal for a potential Rule 4610, which would require certain broker-dealers to establish liquidity risk management programs to ensure sufficient liquidity on a current basis. Those programs would need to include liquidity stress testing and contingency funding plans. The potential rule would specify eight conditions that would create a presumption, rebuttable by the broker-dealer, that the firm does not have sufficient liquidity on a current basis. If FINRA determines that a broker-dealer does not have sufficient liquidity on a current basis, it may require the firm to restrict or suspend some or all of its business
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until the liquidity concern is resolved. The comment period closed on August 11, 2023, but final rules have yet to be adopted. It is unclear whether and when final rules may be adopted.
On November 27, 2023, the SEC adopted a rule (Securities Act Rule 192) prohibiting securitization participants, which includes any underwriter, placement agent, initial purchaser or sponsor of an asset-backed security (“ABS” as defined by Securities Act Rule 192) (and/or certain of such party’s affiliates or subsidiaries), from engaging, directly or indirectly, in any transaction that would involve or result in a material conflict of interest between the securitization participant and an investor in an ABS, including reducing the securitization participant’s exposure to the ABS, subject to certain exceptions. The rule took effect on February 5, 2024. Any securitization participant must comply with the prohibition and the requirements of the exceptions to the final rule, as applicable, with respect to any ABS the first closing of the sale of which occurs on or after Monday, June 9, 2025.
On May 13, 2024, the U.S. Department of the Treasury and the SEC jointly issued a proposed rulemaking that would require certain investment advisers to implement reasonable procedures to verify the identities of their customers. Comments were due on July 22, 2024. It is unclear whether or when final rules may be adopted. On August 28, 2024, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued a final rule expanding the definition of “financial institution” under regulations issued pursuant to the U.S. Bank Secrecy Act to include certain investment advisers, in effect requiring such investment advisers to adopt risk-based procedures to, among other things, perform due diligence on and risk assess their customers, monitor transactions and file, as warranted Suspicious Activity Reports with FinCEN.
On May 23, 2024, the CFTC adopted amendments to certain of its regulations imposing minimum capital requirements and financial reporting obligations on swap dealers. Among other things, the definitions of “tangible net worth” and “predominantly engaged in non-financial activities” were revised to allow nonbank swap dealers to determine tangible net worth capital at the parent or entity level and based on U.S. GAAP or International Financial Reporting Standards (“IFRS”). The amendments became effective on June 24, 2024, with a compliance date of September 30, 2024.
On June 3, 2024, the CFTC amended certain regulations regarding large trader position reporting requirements for futures and options, requiring, among others, FCMs to report position information for the largest futures and options traders to the CFTC. The amendments became effective on August 2, 2024, with a compliance date of June 3, 2026.
On December 13, 2023, the SEC adopted rules requiring covered clearing agencies in the U.S. Treasury security market to adopt policies and procedures designed to require their members to submit for clearing certain specified secondary market transactions including repurchases (including reverse repurchases) and certain cash Treasury transactions, among other things. Applicable securities clearing organizations are required to adopt the relevant policies and procedures by March 31, 2025, although such requirement has been temporarily exempted with respect to certain policies relating to the separate calculation of holding of margin amounts from direct participants for their proprietary positions until September 30, 2025. The requirement to clear applicable cash transactions in U.S. Treasury securities is scheduled to come into effect on December 31, 2026, while the requirement to clear repurchases and reverse repurchases is scheduled to come into effect June 30, 2027.
On March 6, 2024, the SEC adopted a comprehensive climate disclosure regime for public companies. The rules as adopted apply to both domestic company and foreign private registrants and require them to provide certain climate-related information in their registration statements and annual reports. Under these rules, registrants are required to, among other things, disclose information about climate-related risks that have had or would likely have a material impact on their strategy, business models and outlook. Registrants would need to include information addressing their governance and oversight of material climate-related risks, plans to manage climate-related risk within their risk management processes and material climate targets and goals. Registrants would also need to disclose information about their “Scope 1” and “Scope 2” greenhouse gas emissions (where
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material and, for large accelerated filers such as Nomura, subject to phased-in assurance requirements). Following the filing of lawsuits in multiple courts challenging the rules, as well as the issuance of an order by the U.S. Court of Appeals for the Eighth Circuit consolidating several of such suits, the SEC issued an order staying the new rules. The SEC subsequently voted on March 27, 2025 to end its defense of the rules, and on April 24, 2025, the U.S. Court of Appeals for the Eighth Circuit ordered that the suits be held in abeyance pending further order of the court and that the SEC file a status report advising whether the SEC intends to review or reconsider the rules. As adopted, the rules are scheduled to become effective in a phased manner, with the earliest requirements coming into effect for Nomura for its annual report for the year ending March 31, 2026. However, whether and when, if at all, they will become effective remains unclear.
Regulatory Climate Disclosure Developments: In the United States, certain states have introduced or enacted climate-related disclosure requirements targeting large businesses operating in those jurisdictions. For example, in 2023 California enacted two laws requiring companies with revenues above specified thresholds that do business in the state to publicly disclose their greenhouse gas emissions (Scopes 1, 2, and 3) and to prepare biennial reports on climate-related financial risks and adaptation measures. Similar legislation has been proposed in other states such as New York, reflecting a broader trend toward sub-national climate disclosure mandates. As a foreign private issuer with subsidiaries and operations in the U.S., Nomura may become subject to these state-level obligations, which would expand its climate-related disclosures. These state initiatives generally align with international climate reporting frameworks, but they may impose additional or more stringent requirements than the SEC climate disclosure rules described above-for example, by mandating Scope 3 emissions reporting regardless of materiality. Nomura is monitoring these developments and will seek to harmonize compliance with state requirements, SEC regulations (to the extent applicable), and global standards to ensure consistency across its disclosures.
Regulation in the U.K. and Europe
Nomura’s UK entities Nomura Europe Holdings plc (“NEHS”), Nomura International plc (“NIP”) and Nomura Bank International plc (“NBI”) are subject to prudential regulation by the PRA in accordance with the requirements established under the Financial Services and Markets Act 2000, U.K. Capital Requirements Regulations and the PRA Rulebook.
During the course of the last financial year, the PRA have issued a number of consultations and introduced new policies with changes to the prudential regulatory requirements in the UK, including most significantly, near final rules to implement the final Basel 3.1 standards in the UK, introducing changes for operational risk, credit risk, CVA and market risk capital calculations. The new rules will be applied from January 1, 2027.
Further, from March 3, 2025, NEHS has been subject to the new PRA policy requirements for Trading Activity Wind-down (“TWD”) covering requirements for firms to have capabilities that can be utilized for a full or partial wind-down of their trading activities, either as part of their recovery or post-resolution restructuring.
Nomura’s EU entities Nomura Financial Products Europe GmbH (“NFPE”), Banque Nomura France (“BNF”) and Nomura Bank (Luxembourg) S.A. (“NBL”) are subject to prudential requirements under the Capital Requirements Regulation (“CRR”) and local regulations published by national competent authorities in accordance with the Capital Requirements Directive (“CRD”).
During the course of the financial year ended March 31, 2025, the EU implemented significant changes to the prudential regulations through CRRIII and CRDVI. The CRRIII changes implement the final Basel 3.1 standards in the EU with effect from January 1, 2025, with the exception of FRTB changes for market risk which have currently been delayed to at least January 1, 2026 with a further delay to January 1, 2027 now proposed. The CRDVI changes will require third-country firms to conduct core banking services via EU branches or subsidiaries following implementation into national laws due to be applied from January 11, 2026.
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Since 2014, EU banks and investment firms have been subject to prudential capital requirements under CRR and CRD IV, aimed at strengthening the banking sector’s resilience and supporting economic growth. CRR II and CRD V introduced amendments, including leverage ratios, net stable funding ratios, and stricter counterparty credit risk calculations, with most changes taking effect in 2021.
The revised MiFID II and MiFIR, which became effective on January 3, 2018, brought significant changes to European financial markets. These included expanded transparency requirements for non-equities and the mandatory clearing of standardized OTC derivatives through central clearing counterparties and regulated trading venues.
Further developments occurred in March 2024, with the publication of MiFIR II and MiFID III. MiFIR II took immediate effect across member states, while MiFID III requires implementation by September 29, 2025. MiFIR II focuses on three key areas: enhancing transparency and availability of market data, fostering competition among execution venues, and ensuring the global competitiveness of EU market infrastructure. A primary objective of MiFIR II is the creation of an EU-wide consolidated tape for shares, bonds, ETFs, and derivatives.
Additional amendments introduced by MiFIR II and MiFID III include updates to the double volume cap (DVC), the reference price waiver, and trading obligations for shares and derivatives, ensuring consistency across the two regulatory frameworks. Collectively, these reforms aim to improve market transparency, foster harmonization, and increase competitiveness throughout EU financial markets.
In December 2023, the FCA published a consultation paper (CP 23/32) proposing significant changes to U.K. non-equity transparency requirements which:
| (i) | significantly reduce the number of instruments in scope of full transparency by trading venues and investment firms to those instruments considered most liquid (Category 1 instruments), with only venues responsible for providing transparency on other non-equity instruments (Category 2 instruments) when these are traded on venue; and |
| (ii) | streamline pre-trade waivers and post-trade deferrals, as well as allowing venues to calibrate these themselves for Category 2 instruments (applying specified criteria). |
The final policy statement was published in November 2024. The UK has removed pre-trade transparency requirements for Systematic Internalisers in non-equity products. The following changes to the transparency regime will come into force on December 1, 2025:
| (i) | The move to a qualitative “systematic internaliser” definition, provides related guidance and includes a discussion paper. |
| (ii) | The FCA has made some changes to its original proposals on non-equity transparency, deciding to use different post-trade deferral models for bonds and derivatives. The bond consolidated tape will only go live after the changes to the transparency regime take effect. |
The proposals form part of the Wholesale Markets Review conducted by HM Treasury and the FCA since 2021.
On July 26, 2024, the FCA published a Consultation Paper (CP24/14) on the Derivatives Trading Obligation (“DTO”) and Post Trade Risk Reduction Services. Among other things, the FCA is proposing to:
| (i) | bring certain SOFR OIS derivatives under the DTO. The proposals mirror the trade execution requirement set in the CFTC’s “Made Available to Trade” determination. |
| (ii) | hard code rules that allow persons to continue to be able to trade derivatives in scope of the DTO on EU trading venues in certain circumstances; and |
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| (iii) | reduce obligations (particularly post trade transparency), for post trade risk reduction services (e.g., portfolio compressions). |
The consultation paper closed on September 30, 2024. On April 3, 2025, the FCA published the final Policy Statement, including the expansion of DTO in-scope instruments to certain classes of SOFR OIS from June 30, 2025. The FCA had published its final Direction in November 2024 which entered into force on December 31, 2024.
On January 13, 2025, HMT published the “The U.K. Short Selling Regulations 2025” (“SSR 2025”) replacing the current short selling regime which was onshored into the UK law following the UK withdrawal from the EU. The main commencement date is expected during 2025. Key provisions include:
| (i) | the removal on restrictions on uncovered short selling of sovereign debt and credit default swaps (but emergency intervention powers remain in place for these instruments); |
| (ii) | the notification to the FCA of net short positions above 0.2% of issued share capital. |
| (iii) | the retention of the existing UK SSR provisions regarding “buy-in”. |
In May 2023 the EU Commission published proposals as so called “Retail Investment Strategy” that will impact regulations on MiFID II and PRIIPs. Proposed changes will affect financial institutions even without providing services to retail clients and aim to set higher standards of client protection.
During the year ended March 31, 2025, both the EU and UK Securities Financing Transactions Regulation (“SFTR”) regimes underwent targeted updates aimed at improving data quality and regulatory reporting accuracy. The European Securities and Markets Authority (“ESMA”) implemented revised technical standards and continued its focus on data completeness, highlighting persistent reconciliation gaps in SFTR reports and urging market participants to enhance controls, though no enforcement actions were taken. Similarly, the UK Financial Conduct Authority (FCA) introduced updated validation rules effective November 2024 and formalized a new “errors and omissions” reporting process, reinforcing its expectations for timely remediation and data integrity. Both regulators remain focused on transaction-level transparency, collateral reuse disclosures, and inter-repository reconciliation, prompting firms such as Nomura to invest in ongoing compliance enhancements across their EU and UK operations.
In 2024, the EU and UK each introduced significant changes to their Central Securities Depositories Regulation (“CSDR”) regimes, affecting Nomura’s cross-border operations. In the EU, a targeted CSDR “Refit” amendment was adopted in late 2023 (effective 2024) to refine the settlement discipline framework. This reform deferred the controversial mandatory buy-in requirement (keeping it suspended unless future conditions warrant reactivation after further review), while maintaining and adjusting the cash penalty mechanism for failed trades. EU regulators, led by ESMA, emphasized supervisory guidance over enforcement: in 2024 ESMA issued technical advice supporting only modest increases to penalty rates and clarified that no penalties should apply to fails beyond participants’ control (e.g., due to major systems outages). Meanwhile, the UK chose not to implement the EU’s settlement discipline regime and moved to replace the onshored CSDR with a new Bank of England-led framework under the Financial Services and Markets Act 2023, which notably omits mandatory buy-ins and automatic cash penalties. Nomura’s EU and UK affiliates have accordingly adjusted: the EU entities operate under CSDR’s discipline regime (incurring daily penalties for settlement fails and strengthening internal processes to minimize fails), while the UK entities follow domestic standards without such penalties or buy-in obligations. Industry participants have generally improved settlement efficiency under these measures but have also cautioned regulators against overly punitive changes – for example, the International Capital Market Association noted that significantly raising EU penalty rates would be unjustified given recent reductions in fail rates and could negatively affect market liquidity.
On November 21, 2024, the International Organization of Securities Commission (“IOSCO”) published a Consultation Report (CR) on Pre-Hedging. The CR proposes a definition for “pre-hedging” along with
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recommendations on acceptable practices and the management of conduct risks. It seeks to provide regulators with a framework for globally aligned pre-hedging standards that balance client protection and market integrity with the legitimate risk-management needs of dealers. The consultation closed on February 21, 2025. Final set of recommendations will follow, and IOSCO members should consider how they wish to apply these recommendations to dealers in their jurisdictions, considering their relevant legal and regulatory framework.
In March 2025, the European Commission extended its temporary equivalence decision for UK central counterparties (“CCPs”) by three years – through June 30, 2028 – to safeguard financial stability and provide clarity for EU market participants. This extension allows EU financial institutions, including Nomura’s EU affiliates, to continue clearing transactions via UK CCPs such as LCH Ltd without disruption, ensuring near-term continuity for the Group’s EU and UK clearing operations. The measure is intended as a bridge while EU authorities implement structural reforms under the European Market Infrastructure Regulation (“EMIR 3.0”) to reduce overreliance on UK clearing venues and bolster the competitiveness of EU CCPs. For example, EMIR 3.0 introduces an “active account” requirement obliging EU counterparties active in certain derivatives to maintain a clearing account at an EU-authorised CCP, as part of efforts to gradually shift more clearing activity onshore over time.
In the EU, a package of “EMIR 3.0” reforms was finalized in late 2024 under the Capital Markets Union clearing initiative, introducing measures to bolster EU clearing and reduce reliance on UK CCPs. Key changes include an “active account” requirement (effective June 2025) obliging in-scope EU firms to maintain clearing accounts at EU CCPs and clear a portion of their euro-denominated interest rate derivatives in the EU, new obligations for clearing service providers to offer clients EU clearing options and report third-country clearing activity, and streamlined CCP supervision and authorization processes to strengthen EU clearing infrastructure. To facilitate the transition, the European Commission extended temporary equivalence for UK CCPs through June 2028, and certain longer-term measures (such as possible quantitative clearing mandates) remain under review. In parallel, UK authorities have been reviewing the UK EMIR framework: in early 2025 the UK moved to indefinitely extend the clearing exemption for pension scheme arrangements beyond its previous June 2025 expiry, and the FCA and PRA jointly consulted on proposals to amend margin requirements for non-centrally cleared derivatives (including permanently exempting single-stock and index options from initial margin and aligning rules for legacy trades) . These regulatory developments in the EU and UK are particularly relevant to Nomura’s cross-border derivatives and clearing operations, which must adapt to evolving clearing obligations and margin rules across jurisdictions.
On July 20, 2021, the EU Commission presented its package of legislative proposals to strengthen EU rules on anti-money laundering and countering the financing of terrorism. On January 18, 2024, the Council and the European Parliament reached a provisional agreement on the anti-money laundering package. The package contains the establishment of a European authority (“Anti-Money Laundering Authority – AMLA”) which will be based in Frankfurt, Germany. The AML Package has been adopted by the European Council and published in the EU’s Official Journal on June 19, 2024. EU Member States must transpose the AMLD 6 in their national legislation by July 10, 2027, at which point the current AMLD4, as amended by the AMLD5, will be repealed. The AMLR will start to apply from July 10, 2027,
The Regulation that implements AMLA will start to apply as of July 1, 2025, with exception to certain articles.
The Economic Crime and Corporate Transparency Act 2023 (ECCT Act) received Royal Assent on October 26, 2023. It follows publication of the U.K. Government’s response to the Corporate Transparency and Register Reform White Paper published in February 2022 and builds on the Economic Crime (Transparency and Enforcement Act 2022 (ECTEA)) which received Royal Assent in March 2022.
The ECCT Act also creates a new failure to prevent fraud offence to hold organizations to account if they profit from fraud. This is aimed at improving fraud prevention and protection of victims. Under the new offence,
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an organization will be liable where a specified fraud offence is committed by an employee or agent, for the organization’s benefit, and the organization did not have reasonable fraud prevention procedures in place.
In addition, the ECCT Act reforms corporate criminal liability laws for economic crimes to hold corporations liable in their own right for economic crime.
The Senior Managers and Certification Regime (“SM&CR”) came into force on March 7, 2016, with the aim of reducing the risk of harm to consumers and strengthening market integrity by making firms, and individuals within those firms, more accountable for their conduct and competence.
On March 30, 2023, the U.K. HM Treasury published a Call for Evidence (CfE) on SM&CR, which closed on June 1, 2023, as part of the Edinburgh Reforms. Firms have raised some concerns over certain aspects of the regime, on topics including the compliance requirements for authorizing the appointment of new Senior Managers, the differing levels of scrutiny applied to different firms, and the interaction of the SM&CR with other regulatory regimes.
The CfE has been published to ensure that HM Treasury, U.K. FCA and U.K. PRA can build a joint evidence base upon which to consider future reforms to the regime.
Publication of the Edinburgh Reforms was put on hold due to the change in UK government; however, we understand there still be some changes to SM&CR, but we are waiting for the final outcome.
On September 25, 2023, the U.K. PRA and the FCA launched a consultation (now closed) setting out proposed rules and expectations aimed at improving diversity and inclusion regulated firms. The proposals build on suggestions made by respondents to the regulators’ joint discussion paper (DP2/21), published in July 2021. Among other things the proposals include requiring firms to publish a firm-wide diversity and inclusion strategy, requiring the largest firms to set their own diversity targets where they identify underrepresentation subject to a minimum of targets for women and ethnicity, an expectation that responsibility for diversity and inclusion be allocated to the relevant senior management functions and measures for accountability to be put into place. Final regulatory requirements were due to be published in a policy statement however the FCA and PRA decided not to proceed further with the proposals, citing broad feedback, expected legislative developments, and a desire to avoid placing additional burdens on firms.
Protection of Personal Data – The protection of personal data is and has been the subject of legislation across EU and UK countries for many years. Data Protection requirements for EU countries are subject to the EU General Data Protection Regulation (“GDPR”) (which came into force to replace the previous legislation on May 25, 2018). GDPR included a number of important changes to existing data protection legislation including new obligations on data processors, restrictions on the transfer of personal data outside the EEA and the introduction of new concepts such as “accountability” (and related record-keeping), the “right to be forgotten” and a requirement for data breach notifications to the relevant Regulators. Enforcement of GDPR is carried out by both national regulators in EU countries and the European Commission, and the regulators also have the power to impose greater fines for any breaches of the data protection requirements of up to 4% of a firm’s global turnover. While the GDPR applied to the UK when it came into force, changes were required as a result of Brexit as the UK ceased to be a member of the EU at that point. These changes included the adoption of a UK GDPR and a new Data Protection Act 2018 to effectively implement the GDPR requirements in the UK and provide a base line for data protection compliance for UK companies. This has enabled the adequacy decision to permit personal data transfers from the EU countries to the UK without further steps required. For the UK, the Information Commission remains the regulator of data protection, with the ability to enforce compliance for UK controllers.
The EU Benchmark Regulation (BMR), effective since June 30, 2016, applies to the administration, contribution, and use of benchmarks within the EU.Likewise, the U.K. adopted its version of the BMR in January 2018.
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Benchmarks can only be used if their administrators are authorized, registered, or recognized in the EU or U.K. For third-country benchmark administrators, transitional periods currently allow usage of non-EU/U.K. benchmarks, which have been extended until December 31, 2025, in the EU and December 31, 2030, in the U.K.
The EU is reviewing the BMR to streamline its scope, focusing on significant and critical benchmarks, including EU Climate Transition and Paris-aligned benchmarks, with plans to introduce revised rules by January 2026. The U.K. is simultaneously exploring reforms of its benchmark framework as part of broader efforts to replace retained EU law under the Financial Services and Markets Act 2023.
In the United Kingdom, regulators have intensified ESG-related supervisory expectations and disclosure requirements applicable to Nomura’s UK-regulated businesses (including its investment banking operations). The PRA’s Supervisory Statement 3/19 on climate-related financial risks remains a key framework: in 2024, PRA reviews found that industry progress in meeting these expectations was uneven and that further work was needed. The PRA continues to review compliance with SS3/19 and expects firms to take a proactive approach to embedding climate risk into governance, risk management, scenario analysis, and disclosures. In early 2025, the PRA proposed updates to SS3/19 to clarify and reinforce these expectations, reflecting supervisory focus on more rigorous climate scenario analysis, integration of climate risk into business strategy, and high-quality disclosures. Separately, the UK has introduced mandatory climate-related financial disclosures (aligned with TCFD recommendations) under the Companies Act 2006 (as amended in 2022), requiring large UK companies (such as Nomura’s UK entities) to include climate governance, strategy, risk management, and metrics and targets information in their annual reports. Additionally, the FCA has implemented new Sustainability Disclosure Requirements (SDR) and an investment labels regime: final rules published in late 2023 introduced an anti-greenwashing rule (applicable to Nomura entities from May 2024) and require asset managers to adopt standardized “sustainable” product labels and to make both product-level and entity-level ESG disclosures. UK regulators are emphasizing firm-level compliance with these evolving standards, and Nomura is expected to meet the heightened ESG disclosure obligations and supervisory expectations in its UK operations.
This UK framework also establishes a voluntary sustainable investment labelling system with four categories of investment products (available for use from July 31, 2024), alongside related naming and marketing restrictions. In addition, firms must comply with phased disclosure requirements, including providing prescribed consumer-facing and pre-contractual product disclosures by December 2024 and thereafter making annual product-level and entity-level sustainability reports (with initial disclosures due by late 2025 for larger asset managers). Nomura’s in-scope UK entities have prepared these SDR measures in line with the FCA’s 2024–2025 timetable to ensure compliance and mitigate greenwashing risk
On January 9, 2025, the European banking authority (“EBA”) published its final guidelines on the management of environmental, social and governance (“ESG”) risks. These guidelines include minimum standards and reference methodologies for the identification, measurement, management, and monitoring of ESG risks by institutions. The guidelines will apply to Nomura’s EU subsidiaries in scope of CRR from January 11, 2026.
On February 26, 2025, the European Commission published an “Omnibus package” aimed at simplifying and aligning its sustainability reporting and due diligence laws. The proposal seeks to introduce amendments to CSRD, CSDDD and Taxonomy reporting. The proposal consists of two draft Directives which cover, respectively, a) dates for implementation and b) scope of application and substantive requirements. A two-year delay for companies coming into scope of CSRD in FY 2025, reporting in 2026 (the “Stop the Clock” Directive) has been approved and published in the EU Official Journal. The Directive entered into force on April 15, 2025. Member States have until December 31, 2025, to transpose into national laws. The other part of the “Omnibus package”, if adopted, will:
limit the scope of CSRD for undertakings, originally due to come into scope FY 2024-2026, so that undertakings must have 1000 employees on an individual/consolidated basis to come into scope of CSRD;
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increase threshold for ultimate parent company to meet, to EUR 450 million EU turnover (as well as having a large EU subsidiary), for Article 40a CSRD reporting to be triggered.
Regulation (EU) 2023/2631 (the EU Green Bond Regulation) – which became applicable in December 2024 – established a voluntary “European Green Bond” (“EuGB”) label with strict criteria for green and sustainability-linked bonds made available to EU investors. Nomura’s EU and UK entities, when acting as issuers, underwriters or distributors of green or sustainability-linked bonds that are not formally designated as “European Green Bonds,” are not subject to mandatory requirements under Regulation (EU) 2023/2631 (the EU Green Bond Regulation). This new EU regulation (effective from December 2024) establishes a voluntary European Green Bond (“EuGB”) framework, imposing uniform criteria and disclosure obligations only on bonds that elect to use the official “EuGB” label. For other bonds marketed as environmentally sustainable or sustainability-linked, the regulation provides optional pre-issuance and post-issuance disclosure templates intended to facilitate comparison and enhance transparency (in order to address greenwashing). Use of these standard templates is not obligatory, and there are no additional marketing restrictions on non-EuGB-labelled green or sustainability-linked bonds beyond reserving the “EuGB” designation for qualifying issuances. Nomura may voluntarily adopt the EU’s templates to bolster disclosure in its green bond offerings, but such measures are not required by law under the EuGB Regulation.
As part of the FCA’s broader Sustainability Disclosure Requirements (“SDR”) framework, the UK regulator introduced a new “anti-greenwashing” rule effective May 31, 2024. This rule applies to all FCA-regulated firms – including Nomura’s UK investment banking, asset management, and financial product distribution businesses – and requires that any references to a product’s sustainability characteristics are consistent with its actual attributes and communicated in a manner that is fair, clear and not misleading. Aimed at preventing exaggerated or misleading ESG claims, the rule impacts day-to-day operations by necessitating more rigorous review of sustainability-related statements in marketing materials and client communications (to ensure such claims are substantiated) and by prompting adjustments to product disclosures to make sustainability features transparent and accurate. In addition, Nomura’s UK entities have enhanced internal governance and compliance controls – for example, updating policies, staff training, and record-keeping – to integrate these requirements into business processes and to demonstrate that any sustainability claims can be verified. This heightened focus on anti-greenwashing under the SDR regime reflects increased regulatory scrutiny of how financial institutions market and manage sustainable products, and Nomura’s UK operations will be required to maintain ongoing compliance with these standards going forward.
The UK Transition Plan Taskforce (“TPT”) – launched by HM Treasury in 2022 – has developed a “gold standard” climate transition plan disclosure framework, published in final form in October 2023. This framework supports the UK Government’s roadmap toward mandatory transition plan disclosures and is aligned with global standards such as the Task Force on Climate-related Financial Disclosures (“TCFD”) recommendations and the ISSB’s climate disclosure standard (IFRS S2). The TPT guidance applies to both real economy companies and financial institutions (including investment banks and asset managers), drawing on sector-specific initiatives like the Glasgow Financial Alliance for Net Zero’s guidance for financial firms. UK authorities have indicated that TPT standards will form the basis of future requirements: the Financial Conduct Authority has signalled plans to strengthen climate-reporting rules (e.g. for listed issuers) with TPT-aligned transition plan expectations, and the Government is consulting on making such disclosures mandatory for large companies as part of its net-zero strategy. As of May 2025, the TPT framework remains voluntary guidance.
On December 7, 2023, PRA, FCA and BoE issued a joint consultation paper on Critical Third Parties (“CTP”) to the U.K. financial sector which seeks to reflect minimum resilience standards for CTPs. The proposed oversight framework complements the Operational Resilience Policy, which was also jointly issued by the BoE, PRA and FCA in 2021 and went live in March 2022 requiring firms to continue to enhance the resilience of their Important Business Services (“IBS”), such that, by March 2025, they are able to deliver those IBSs within agreed Impact Tolerances in the event of a range of severe but plausible disruptions.
With the Regulation (EU) 2022/2554 of the European Parliament and of the Council of December 14, 2022 the Digital Operational Resilience Act (“DORA”) entered into force aiming to solve the problem that financial
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institutions managed the main categories of operational risk mainly with the allocation of capital, but they did not manage all components of operational resilience. After DORA, financial institutions must also follow rules for the protection, detection, containment, recovery and repair capabilities against Information and Communication Technology (ICT)-related incidents. DORA provides new regulations on ICT risk management, incident reporting, BCM and threat testing and third-party risk management of ICT vendors. DORA affects all EU entities and must be implemented by January 17, 2025.
Regulatory Capital Rules
Japan
In March 2023, the FSA announced that it would delay the implementation date of the finalized Basel III standards for final designated parent companies for one additional year, to March 31, 2025. Also, in March 2022, the FSA announced the exclusion of deposits with the Bank of Japan from the total exposure used to calculate the leverage ratio until March 31, 2024. Further, in November 2022, the FSA announced that it will maintain the exclusion past March 31, 2024, and instead raised the required level of leverage ratio.
The FIEA requires that all Financial Instruments Firms (Category I) (“Financial Instruments Firms I”), a category that includes NSC and NFPS, ensure that their capital adequacy ratios do not fall below 120% on a non-consolidated basis. The FIEA also requires Financial Instruments Firms I to file monthly reports regarding their capital adequacy ratios with the Commissioner of the FSA or the Director-General of the appropriate Local Finance Bureau, and also to disclose their capital adequacy ratios to the public on a quarterly basis. In addition, if the capital adequacy ratio of a Financial Instruments Firm I falls below 140%, it must file a daily report with the authorities. The FIEA provides for actions which the Prime Minister, through the Commissioner of the FSA or the Director-General of the appropriate Local Finance Bureau, may take if any Financial Instruments Firm I fails to meet the capital adequacy requirement. More specifically, if the capital adequacy ratio of any Financial Instruments Firms I falls below 120%, the Commissioner of the FSA or the Director-General of the appropriate Local Finance Bureau may order the Financial Instruments Firm I to change its business conduct, to deposit its property in trust, or may issue any other supervisory order that such authorities deem necessary and appropriate to protect the interests of the general public or investors. If the capital adequacy ratio of a Financial Instruments Firm I falls below 100%, the authorities may take further action, including the issuance of orders to temporarily suspend its business and the revocation of its registration as a Financial Instruments Firm I under the FIEA.
Under the FIEA and regulations thereunder, the “capital adequacy ratio” means the ratio of adjusted capital to a quantified total of business risks. Adjusted capital is defined as net worth less illiquid assets. Net worth mainly consists of stated capital, additional paid-in capital, retained earnings, reserves for securities transactions, certain allowances for doubtful current accounts, net unrealized gains/losses in the market value of investment securities, and subordinated debt. Illiquid assets generally include non-current assets, certain deposits and advances and prepaid expenses. Business risks are divided into three categories: (i) market risks (i.e., risks of asset value changes due to decline in market values and other reasons), (ii) counterparty risks (i.e., risks of delinquency of counterparties and other reasons) and (iii) basic risks (i.e., risks in carrying out daily business activities, such as administrative problems with securities transactions and clerical mistakes), each quantified in the manner specified in a rule promulgated under the FIEA.
The FSA reviewed the FIEA and regulations thereunder in line with Basel 2.5 framework and the revised regulations for Basel 2.5 were implemented at the end of December 2011. Market risks increased significantly as a result of the Basel 2.5 rule implementation.
We closely monitor the capital adequacy ratio of NSC and NFPS on a continuous basis. Since the introduction of the capital adequacy requirement in Japan in 1989, we have at all times been in compliance with all appropriate requirements. We believe that we will continue to be in compliance with all applicable capital adequacy requirements for the foreseeable future.
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As discussed above, the FSA amended the FIEA and introduced new rules on consolidated regulation and supervision of securities companies on a consolidated basis on April 1, 2011 to improve the stability and transparency of Japan’s financial system and ensure the protection of investors. Following introduction of these rules, NSC was designated as a Special Financial Instruments Firm, following which we have been designated as a Final Designated Parent Company. As such, we are required to calculate consolidated regulatory capital adequacy ratio according to the FSA’s “Establishment of standards on sufficiency of capital stock of a final designated parent company and its subsidiary entities, etc. compared to the assets held thereby” (2010 FSA Regulatory Notice No. 130; “Capital Adequacy Notice on Final Designated Parent Company”). Accordingly, since our designation as a Final Designated Parent Company in April 2011, we now calculate our Basel rule based consolidated regulatory capital adequacy ratio according to the Capital Adequacy Notice on Final Designated Parent Company.
The FSA also amended the FIEA to include reporting on consolidated regulatory capital for the Final Designated Parent Companies, effective April 1, 2011. We are subject to this reporting requirements as well as the capital adequacy requirements described above.
The Capital Adequacy Notice on Final Designated Parent Company has been revised to be in line with Basel 2.5 and Basel III, and we have calculated a Basel III-based consolidated capital adequacy ratio since the end of March 2013. Basel 2.5 includes significant changes in the method of calculating market risk and Basel III includes redefinition of capital items for the purpose of requiring higher levels of capital and expansion of the scope of credit risk-weighted assets calculation.
If our capital ratios fall to the minimum level required by the FSA, our business activities may be impacted. However, these ratios are currently at well capitalized levels. We have met all capital adequacy requirements to which we are subject and have consistently operated in excess of the FSA’s capital adequacy requirements. Subject to future developments in regulatory capital regulations and standards, there has been no significant change in our capital ratios which management believes would have material impact on our operations.
The Basel Committee has issued a series of announcements regarding a broader program to strengthen the regulatory capital framework in light of weaknesses revealed by past financial crises, as described in “Consolidated Regulatory Capital Requirements” under Item 5.B of this annual report. The Capital Adequacy Notice on Final Designated Parent Company is expected to incorporate the series of rules and standards in line with the schedule proposed by the Basel Committee.
At the G-20 summit in November 2011, the Financial Stability Board (“FSB”) and the Basel Committee announced the list of global systemically important banks (“G-SIBs”) and the additional requirements to the G-SIBs including the recovery and resolution plan. The FSB also announced the group of G-SIBs will be updated annually and published by the FSB each November. Since November 2011, we have not been designated as a G-SIB. On the other hand, the FSB and the Basel Committee were asked to work on extending the framework for G-SIBs to domestic systemically important banks (“D-SIBs”) and the Basel Committee developed and published a set of principles on the assessment methodology and the higher loss absorbency requirement for D-SIBs. In December 2015, the FSA identified us as a D-SIB and required additional capital charge of 0.5% after March 2016, with a 3-year transitional arrangement.
Overseas
In the U.S., Nomura Securities International, Inc. (“NSI”) is registered as a broker-dealer under the Securities Exchange Act of 1934 and is a futures commission merchant with the Commodity Futures Trading Commission (“CFTC”). NSI is also regulated by self-regulatory organizations, such as the Financial Industry Regulatory Authority (“FINRA”) and the Chicago Mercantile Exchange Group. NSI is subject to the SEC’s Uniform Net Capital Rule (“Rule 15c3-1”) and other related rules, which require net capital, as defined under the alternative method, of not less than the greater of $1,000,000 or 2% of aggregate debit items arising from client
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transactions. NSI is also subject to CFTC Regulation 1.17 which requires the maintenance of net capital of 8% of the total risk margin requirement, as defined, for all positions carried in client accounts and nonclient accounts or $1,000,000, whichever is greater. NSI is required to maintain net capital in accordance with the SEC, CFTC, or other various exchange requirements, whichever is greater. Another U.S. subsidiary, Nomura Global Financial Products Inc. (“NGFP”) is registered as an OTC Derivatives Dealer under the Securities Exchange Act of 1934. NGFP is registered with CFTC as a Swap Dealer on October 6, 2021 and registered with the Securities and Exchange Commission (“SEC”) as a Security Based Swap Dealer on November 1, 2021. NGFP calculates capital under SEC rule 18a-1 and CFTC rule 23.101 and requires the greater of $20,000,000, 2% of the SEC risk margin amount or 2% of the CFTC risk margin amount. Another U.S. subsidiary, Instinet, LLC (“ILLC”) is a broker-dealer registered with the SEC and is a member of FINRA. Further, ILLC is an introducing broker registered with the CFTC and a member of the National Futures Association and various other exchanges. ILLC is subject to Rule 15c3-1 which requires the maintenance of minimum net capital, as defined under the alternative method, equal to the greater of $1,000,000, 2% of aggregate debit items arising from client transactions, or the CFTC minimum requirement. Under CFTC rules, ILLC is subject to the greater of the following when determining its minimum net capital requirement: $45,000 minimum net capital required as a CFTC introducing broker; the amount of adjusted net capital required by a futures association of which it is a member; and the amount of net capital required by Rule 15c3-1(a). As of March 31, 2024 and 2025, NSI, NGFP and ILLC were in compliance with relevant regulatory capital related requirements.
In Europe, Nomura Europe Holdings plc (“NEHS”) is subject to consolidated regulatory supervision by the Prudential Regulation Authority (“U.K. PRA”) as a U.K. Parent Financial Holding Company. The regulatory consolidation is produced in accordance with the requirements established under the Financial Services and Markets Act 2000, U.K. Capital Requirements Regulations and the PRA Rulebook. Nomura International plc (“NIP”), the most significant of NEHS’ subsidiaries, acts as a securities brokerage and dealing business. NIP is also regulated by the U.K. PRA and has minimum capital adequacy requirements imposed on it on a standalone basis. NIP is also registered with the CFTC as a non-U.S. Swap Dealer (SD) and with the SEC as a conditionally registered Security-based Swap Dealer (SBSD). NIP is a member of National Futures Association (NFA). Both the SEC and CFTC have granted substituted compliance in some cases to recognize the comparability of U.K. regulations as being equivalent to satisfy the relevant requirements under the U.S. Dodd Frank regime. NIP has elected to rely on certain aspects of the substituted compliance regime in areas including, but not limited to, capital and margin, reporting and record keeping. In addition, Nomura Bank International plc (“NBI”), another subsidiary of NEHS, is also regulated by the U.K. PRA on a standalone basis. NEHS also has a number of European domiciled subsidiaries including Nomura Financial Products Europe GmbH (“NFPE”), Banque Nomura France (“BNF”) and Nomura Bank Luxembourg S.A. (“NBL”) which are subject to the EU Capital Requirements Regulation and local regulations as applied by the regulators in the country of domicile of the subsidiary. NFPE is domiciled in Germany and is regulated by the German regulator (“BaFin”), BNF is domiciled in France and is regulated by the French regulator (“ACPR”) and NBL is domiciled in Luxembourg and is regulated by the Luxembourg regulator (“CSSF”). As of March 31, 2024 and 2025, NEHS, NIP, NBI, NFPE, BNF and NBL were all in compliance with relevant regulatory capital related requirements.
In Asia, Nomura International (Hong Kong) Limited (“NIHK”) and Nomura Singapore Ltd (“NSL”) are regulated by their local respective regulatory authorities. NIHK is licensed by the Securities and Futures Commission in Hong Kong to carry out regulated activities including sales, trading and clearing in securities and futures contracts, advising on securities, futures contracts and corporate finance and wealth management. Activities of NIHK, including its branch in Taiwan, are subject to the Securities and Futures (Financial Resources) Rules which require it, at all times, to maintain liquid capital at a level not less than its required liquid capital. Liquid capital is the amount by which liquid assets exceed ranking liabilities. Required liquid capital is calculated in accordance with provisions laid down in the Securities and Futures (Financial Resources) Rules. NSL is a licensed merchant bank regulated by the Monetary Authority of Singapore (“MAS”). NSL carries out its regulated activities including, among others, fixed income and securities sales and trading business, advising on securities, corporate finance and wealth management. NSL is regulated and has minimum capital adequacy
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requirements imposed on it, including its branch in the Dubai International Financial Centre, by the MAS in Singapore. NIHK and NSL have been compliant with relevant regulatory capital related requirements.
In addition, certain of our other subsidiaries are subject to various securities and banking regulations, and the capital adequacy requirements established by the regulatory and exchange authorities of the countries in which those subsidiaries operate. We believe that each such subsidiary is, and will in the foreseeable future be, in compliance with these requirements in all material respects.
Management Challenges and Strategies
Our business environment is undergoing significant changes. We will continue to respond to it flexibly while maintaining an appropriate financial standing and effectively utilizing management resources through improved capital efficiency. In addition, we will constantly implement new initiatives with the aim of expanding existing businesses and providing value-added services to clients.
1. Medium-to Long-term Priority Issues
We are pursuing sustainable growth across the entire group and working on building a business portfolio that focuses on stable and diversified revenue and improving capital efficiency.
Our vision is to advance Nomura Group to the next stage. To realize this, we launched a strategy of expanding into private markets to complement our businesses in the public markets. Based on this strategy, we have been working on promoting our Wealth Management business, strengthening the Investment Management Division, and fostering growth and stability in the wholesale business. Additionally, we have been exploring and enhancing new areas such as Digital Financial Services including the digital asset business and sustainability sector including sustainable finance. We are promoting company-wide cost control through structural reforms. In addition, we are advancing the sophistication and efficiency of the corporate functions that form the basis of these businesses, strengthening the governance structure and risk management, evolving the human resource management strategies, further embedding our code of conduct and compliance, and improving operational efficiency using digital technologies and enhancing cybersecurity. For more information on the strategies in each division, please refer to “2. Issues in Each Division.”
As announced in May 2024, we have set a management vision, “Reaching for Sustainable Growth”, as an indication of the direction of management toward fiscal 2030, and management quantitative targets of ROE of 8-10%+ and achieving an income before income taxes of over ¥500 billion. We will focus on the following areas to achieve these goals: (i) deepen global strategy leveraging our Japan franchise, (ii) achieve sustainable growth of stable revenues, and (iii) further promote our strategy to provide platforms. In addition, we break down the Price Book-value ratio (“PBR”) as shown in the figure below. Maximizing the absolute level of ROE is one of its key elements. Through addressing medium- to long-term priority issues, we aim to enhance our corporate value.
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2. Issues in Each Division
The challenges and strategies in each division are as follows:
| • | Wealth Management Division |
As a result of the continuous initiatives to overhaul our business model to further help clients manage their assets, the Wealth Management Division has seen significant changes in its revenue structure, leading to certain achievements in transitioning to the recurring revenue business. To contribute to the improvement in the ratio of securities to the total financial assets among Japanese households, our challenge is to respond to diversifying wealth management needs. By providing comprehensive wealth management services through our nationwide network of branches, as well as our digital services, we aim to assist our clients in achieving their goals. We will continue working on improving the skills of our partners (sales representatives) while maximizing our comprehensive strengths to enhance our wide range of products and services in order to advance the wealth management business.
| • | Investment Management Division |
Our Investment Management Division provides solutions that meet the diversifying investment needs of our broad clients through a wide range of assets classes and services spanning both traditional and alternative assets. We aim to realize a virtuous cycle of investment that leads to the resolution of social issues by providing high-quality investment products that meet the diverse investment needs of clients. We regard the following trends as growth opportunities: Japan’s abundant individual financial assets and the tailwind of the government’s plan for promoting Japan as a leading asset management center, the growth of investment in private assets, high levels of funding demand for and investor awareness of sustainability-related investments. Amid continued downward pressure on management fees, we are working to improve our investment capabilities, increase our assets under management and increase the value added by our products and services in our public market businesses, expand our business platforms in alternative assets and other high-fee growth areas, and realize greater efficiency and cost control.
As announced in April 2025, we have reached an agreement with Macquarie Group Limited, an Australian financial services group, to acquire 100% of the stock of three companies that operate Macquarie’s U.S. and European public asset management business for an all-cash purchase price of approximately $1.8 billion (subject to closing adjustments). The transaction is targeted to close by the end of the calendar year, subject to customary closing conditions and regulatory approvals.
| • | Wholesale Division |
Our Wholesale Division faces challenges presented by increasingly sophisticated client needs and technological advancement, coupled with uncertainty in the market and macroeconomic environment. To ensure continuity of service as well as adding value to clients, we will continue to enhance collaboration across business lines, regions and divisions while further diversifying our business portfolio to stabilize revenues. We will continue to deploy financial resources to selective and high growth opportunities and also focus on cost optimization.
Global Markets aims to provide uninterrupted liquidity to our clients while reinforcing risk control and governance. Additionally, we aim to further diversify our business portfolio, reinforce global connectivity and cross-sell across our global client franchise leveraging our solid business foundation in Japan and competitive global products to pursue growth opportunities such as Structured Financing and Solution business, International Wealth Management business as well as Global Equities, and continue to build on the strength of our Flow Macro businesses.
Investment Banking aims to provide seamless client experiences as we target to accelerate advisory services and financing to domestic and cross-border restructurings and industry-wide consolidations, as well as interest rate and foreign exchange solutions as volatile business environments impact our clients’ businesses. We have leveraged our Japanese strengths and focus on expanding our global advisory business, while also maintaining focus on sustainability in light of its importance within the industry and
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to our clients. Additionally, we will accelerate group-wide collaborations as we develop tailored advice for the benefit of our clients across a range of products and services.
| • | Banking Division |
We established a new Banking Division, effective April 1, 2025.
The decision to launch the new division was driven by the megatrends of inflation, the changing interest rate environment and the acceleration of movements toward the realization of Japanese government’s “Policy Plan for Promoting Japan as a Leading Asset Management Center.” Nomura Group recognized the importance of enhancing its efforts to provide a diverse range of high-quality services through its Banking businesses. The Banking Division will leverage the strengths of The Nomura Trust and Banking Co., Ltd. and Nomura Bank (Luxembourg) S.A. in private markets and bespoke products and meet the diverse needs of clients in areas such as asset building and estate planning.
| • | Risk Management and Compliance, etc. |
We have defined our risk appetite in our Risk Appetite Statement which includes the types and level of risk that the Nomura Group is willing to assume in pursuit of our strategic objectives and business plans. Further, we continue to develop our risk management framework in a way that is strategically aligned to our business plans and incorporates decision-making by senior management, thereby securing capital soundness and enhancing our corporate value.
We have clearly defined in our Risk Appetite Statement that all executives and employees must actively engage in risk management through our Three Lines of Defense framework. Besides, we continuously provide trainings to all executives and employees including those in the group companies to increase our knowledge about risks as financial professionals and develop a corporate culture of correctly recognizing, assessing and appropriately managing risks.
With regard to compliance, we continue to focus on improving the management structure to comply with local laws and regulations in the countries where we operate. We also continue to review our internal systems and rules so that all executive management and employees can work autonomously with high ethical standards.
So that all directors, officers and employees not only comply with laws and regulations, but also act in accordance with social norms, aiming to be a company that is truly trusted by society, with a high sense of ethics, can work with confidence and pride, we have established the “Nomura Group Code of Conduct” as guidelines for actions to be taken, and through associated trainings and other measures, we are working to promote appropriate actions (“Conduct”) based on the Code of Conduct. At the “Nomura Founding Principles and Corporate Ethics Day” held every August, we reaffirm the lessons learned from past incidents and renew our determination to prevent similar incidents to maintain and gain the trust society places in us; discussions are held regarding conduct after looking back on past incidents, and a pledge is made to comply with the Code of Conduct. The Code of Conduct is reviewed periodically to better respond to changes in the social and economic conditions surrounding Nomura Group and to the expectations of stakeholders. In 2024, as part of efforts toward the 100th year anniversary, Nomura Group established the Nomura Purpose “We aspire to create a better world by harnessing the power of financial markets”. The “Nomura Purpose Journey” project was launched to establish and further disseminate the Purpose. It emphasizes that each executive and employee should think about his or her Purpose and thoroughly discuss it with his or her subordinates, superiors, and peers. We believe that this project will provide an opportunity to reconsider “How each officer and employee should make decisions and act concretely” which is an important element of the Code of Conduct, and to further raise each employee’s awareness of the Code of Conduct.
By addressing and resolving the above issues, we will strive for the stability and further development of financial markets as well as the sustainable growth of the Nomura Group.
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(Administrative Action by The Financial Services Agency)
In September 2024, the Japanese Securities and Exchange Surveillance Commission made a recommendation that the Financial Services Agency impose an administrative monetary penalty against Nomura Securities Co., Ltd. (“NSC”) for unlawful trading of Japanese government bond futures in March 2021. In October 2024, the Financial Services Agency issued an administrative monetary penalty order against NSC. In response to this, NSC has formulated and implemented measures to prevent recurrence including the Front Office prevention measures (1st Line of Defense), the Prevention measures in Compliance (2nd Line of Defense), and the Verification by Internal Audit (3rd Line of Defense) in order to further enhance our compliance framework and internal controls and to rebuild trust with our stakeholders. Also, related to this incident, in the Compensation Committee, a resolution was passed to reduce executive compensation following a request for voluntary return of compensation.
(Incident Involving Former Employee)
In October 2024, a former employee of NSC was arrested by the Hiroshima Prefecture police and indicted by the Hiroshima District Public Prosecutors Office in November 2024. The Nomura Group takes these matters very seriously and emphasizes that incidents of this nature must never occur at a financial institution entrusted with safeguarding its clients’ assets. In response to this and to ensure that clients feel confident using its services, NSC has established more rigorous and effective countermeasures that are currently being implemented in order to strengthen current measures to enable early detection of misconduct and manage employees’ actions. These countermeasures consist of, among others, the establishment of the Operational Reform Promotion Committee, strengthening supervision of visits to clients’ homes, heightening monitoring of employee business activities, and extending block leave to the Wealth Management Division in order to detect wrongdoing. We have received an evaluation from external specialists regarding the adequacy of our countermeasures and confirmed that progress has been made in establishing a foundation for preventing recurrence. Also, related to this incident, at the Compensation Committee, a resolution was passed to reduce executive compensation following a request for voluntary return of compensation.
Views on Sustainability and efforts
1. Nomura’s Basic Views on Sustainability
Since its founding, Nomura has been engaged in the creation of not only economic value but also social value by circulating risk money through the provision of a wide range of financial services, developing financial and capital markets, and providing optimal solutions to clients.
Nomura sees sustainability from two perspectives: “Support the sustainability initiatives of clients and diverse stakeholders as a financial services group” and “Promotes activities such as reducing environmental impact, respecting human rights, and enhancing governance to ensure a sustainable existence for Nomura.”
For more specific initiatives, please also refer to the “Nomura Sustainability Report” scheduled for publication at the end of August 2025. (The Nomura Sustainability Report and the information posted thereon do not constitute part of and are not incorporated by reference into this annual report on Form 20-F.)
| • | Supporting the sustainability efforts of our clients and stakeholders through business activities as a leading financial institution |
Our core role as a financial services group is to support clients through the flow of funds and capital. We believe it is important to strengthen our functions to promote the sustainable circulation of capital by underwriting green bonds and social bonds issued by companies and financial institutions, providing strategic advisory services such as M&A advisory, and by developing ESG-related funds as investments and providing them to individual investors in Japan, in order for Nomura to be selected as our clients’
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partner. Nomura sees financing of sustainable causes as a business opportunity to expand the range of services and solutions. In particular, in order to strengthen and promote sustainable finance initiatives, we have set a target of engaging $125 billion in sustainable finance projects in Japan and overseas over the five years ending March 31, 2026.
In addition, we seek to take advantage of the Group’s comprehensive strengths in providing solutions to social issues by leveraging the functions we have cultivated over many years, including support for business succession, promoting innovation in the fields of regional revitalization, agriculture and medical care, and our expertise and knowledge in the field of research and analysis. Nomura has been a frontrunner in providing financial education programs for people of all ages, ranging from children to adults for more than 20 years, dating back to the 1990s. As the Japanese government aims to realize a virtuous cycle of growth and distribution, in which Japan’s household savings flow more into productive investment, and the benefits of increased corporate value are returned to households, leading to further private sector investment and consumption, under its “Policy Plan for Promoting Japan as a Leading Asset Management Center”, improving financial literacy in Japan is an extremely important issue. In addition to financial education centered on school education, we will also actively seek to support asset building through the workplace for working generations, contribute to the improvement of financial literacy throughout society, and work to develop financial and capital markets through sustainable financial circulation.
| • | The Company’s efforts to continue being a sustainable corporate group |
Nomura recognizes that addressing environmental issues and respecting human rights are essential elements in the realization of a sustainable society.
Nomura has announced its goal of achieving net zero greenhouse gas (“GHG”) emissions for its own operations by 2030, and to seek to achieve net zero GHG emissions attributable to its lending and investment portfolios by 2050. To support these goals, we joined the Net Zero Banking Alliance (“NZBA”), an international framework established by the United Nations Environment Programme Finance Initiative (“UNEP FI”) in September 2021. NZBA played a role as a platform for global financial institutions to discuss and develop the framework. However, recently, countries and regions have begun to formulate and implement regulations and industrial policies tailored to their respective economic and social conditions in order to achieve a decarbonized society. In light of these circumstances, in March 2025, we withdrew from NZBA membership. At the same time, we are focused on circulating funding and capital to enable the transition, as well as on supporting our clients based on the characteristics of each region.
In accordance with the Nomura Group Human Rights Policy, Nomura Group is actively working to improve and enhance its efforts to address human rights issues and promote respect for human rights through the development of various systems and the implementation of training programs. These efforts are regularly discussed by the Sustainability Committee, which is described below, and efforts are made to disclose appropriate information.
In order to put our Group Purpose into action and to maximize our corporate value, the evolution of human resource management strategies is essential. For this reason, Nomura is working to differentiate the human resource management cycle of recruitment, talent development, performance appraisal, and mobility and advancement strategies, deepening “Conduct,” “Inclusion” and “Well-being”. We are working to build a cycle in which people, who are the source of Nomura’s competitiveness, play an active role and provide high added value. (For details, please refer to “(5) Human Capital Initiatives”.)
2. Nomura’s Sustainability-Related Governance
Nomura is a Company with Three Board Committees under Japanese law, separating management oversight and business execution to strengthen corporate governance. The oversight function and the executive side play respective roles in recognizing climate change risks and opportunities, promoting various measures, and managing risks.
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(1) Board of Directors
The Board of Directors offers advice on sustainability related reports prepared by executive officers, based on our basic sustainability policy which states: “Nomura will contribute to the creation of a truly enriched society through our business activities based on the principles embodied in the Nomura Group Corporate Philosophy, and actively pursue initiatives to resolve social issues and create a sustainable world.” In the year ended March 31, 2025, we dealt with topics such as the disclosure of sustainability-related information, regulations and business practices.
(2) Sustainability Committee
Nomura has established the Sustainability Committee chaired by the Group CEO and which also consists of other persons designated by the Group CEO including the members of the Executive Management Board to deliberate and make decisions on strategies to promote sustainability. The Chief Sustainability Officer leads discussions in the Sustainability Committee to consolidate the company’s sustainability knowledge and accelerate the formulation and promotion of strategies. In the year ended March 31, 2025, we covered topics such as the establishment of NHI Green Issuance Framework, Nomura Group Materiality, efforts to achieve net zero and the establishment of Sustainable Innovation Investment Scheme.
(3) Sustainability Forum
In order to ensure opportunities for more flexible and substantive discussions on sustainability, the Sustainability Forum, as a forum for discussion by executives from across departments and regions, was established in the year ended March 31, 2024. This forum is an evolutionary reformation of the Sustainability Council, established in August 2021, and is divided into the Sustainability Business Forum, which deals with topics more closely related to business activities, and the Sustainability Corporate Forum, which deals with information disclosure and policy formulation. The forum has a flexible structure, such as inviting the additional participant member depending on the topics covered. In the year ended March 31, 2025, we discussed the content of NHI Green Issuance Framework and the interim target of reducing GHG emissions in our investment and loan portfolio.
3. Nomura’s Risk Management on Sustainability
Increasing attention to the management of Sustainability matters makes it imperative that we continue to develop policies and capabilities in these areas, and that we position ourselves in a positive light to interested stakeholders including our shareholders, clients and society at large. Amid rapidly changing circumstances around Sustainability, lack of sufficient considerations for Sustainability in business activities may also adversely affect our reputation, results of operations and financial condition. In particular, we recognize that climate change risks are likely to have an impact over the medium to long term, and we seek to manage these risks under appropriate management systems.
(1) Recognition of the Risks Associated with Climate Change
Nomura recognizes risks arising from changes in the environment due to climate change and identifies the potential impact on our business. There are two types of risks associated with climate change: the risk of loss or damage due to extreme weather events such as large typhoons, droughts, and intense heat (physical risk), and the risks associated with decarbonization, such as the inability to respond to changes in government policies or rapid technological innovations (transition risk). Nomura recognizes the following physical and transition risks associated with climate change.
| • | Risk that clients will not adequately respond to climate change, resulting in financial damage, decline in creditworthiness and inability to fulfil their contractual obligations |
| • | Risk that climate change causes market fluctuations and losses are incurred due to fluctuations in the market price of Nomura’s financial assets |
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| • | Risk of reputational damage if Nomura and counterparties fail to respond appropriately to climate change |
| • | Risk of financial losses or reputational damage due to inadequate or failed internal processes and employee response to climate change |
| • | Risk of inadequate strategies or failed execution of strategies as compared with competitors, and risk of gap between strategies and resources |
(2) Our approach on Risks Associated with Climate Change
Climate risk is recognized as one of risks that are understood to potentially impact the firm significantly if they materialize. Climate risk is not recognized as an independent risk, but is understood to be a risk factor affecting various risk areas. Nomura has built an integrated risk management framework that manages the risks caused by climate change by adding new controls into the existing risk management frameworks.
4. Metrics and Targets
Nomura has announced its goal of achieving net zero GHG emissions for its own operations by 2030, to seek to achieve net zero GHG emissions attributable to its lending and investment portfolios by 2050 and to deploy $125 billion in sustainable financings over the five years ending March 31, 2026(*). We post our progress towards each target on our company website. (Our website and the information posted thereon do not constitute part of and are not incorporated by reference into this annual report on Form 20-F.)
*This target includes capital raised through Nomura’s debt and equity capital markets businesses, private placements of mezzanine debt and equity securities, and debt financing through its Infrastructure and Power Financing Group.
5. Human Capital Initiatives
(1) Putting our Purpose into action and Maximize Our Corporate Value through the Evolution of Human Resources Management Strategy
We have declared our Group Purpose as “we aspire to create a better world by harnessing the power of financial markets”. In order to put our Group Purpose into action and to maximize our corporate value, we seek to improve our return on equity (ROE) through investing strategically for growth. We believe it is essential to enhance the competitive strength of our employees (human capital) in order to enhance productivity, build value for our clients and shareholders, and enrich our risk management culture by realizing the potential of our dedicated and professional workforce.
Through improving employee engagement with the long-term evolution of our human resources management strategy, we aim to differentiate the intellectual capital (1) that our human capital delivers as a team and further enhance the added value provided by the Nomura Group.
(1) Our intellectual capital refers to the intangibles that are the source of our competitiveness, including organizational capabilities, know-how, customer networks, and branding.
(2) Nomura Group’s Human Resources Management Strategy
Our human resources management strategy is based on the values of “Entrepreneurial Leadership,” “Teamwork,” and “Integrity” as defined in our corporate philosophy, and these core values set us apart from our competitors in our recruitment, talent development, performance appraisal, and mobility and advancement strategies, as well as our dedication to deepening “Code of Conduct,” “Inclusion,” and “Well-being.” This strategy forms the core of our recruitment, talent development and retention initiatives. We have decided to establish the Leadership Behaviors Model that sets out five behaviors that we expect of everyone at Nomura, which are “Explore insights & visions,” “Make strategic decisions,” “Inspire entrepreneurship in people,” “Elevate organizational capability,” and “Inclusion.” The Leadership Behaviors Model will be integrated into various human resources management strategies.
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(i) Recruitment
Our recruitment strategy centers on acquiring talent that shares our core values of “Challenge,” “Collaboration,” and “Integrity” in alignment with our Purpose practice. We seek individuals who possess a strong risk culture, which is vital for effective risk management. To acquire and develop professional talent that consistently seeks new added value, we implement departmental or job-specific recruitment across all regions, including Japan, for both new graduate and mid-career hiring.
We also place significant emphasis on mid-career hiring, recognizing the need for diverse talent with advanced knowledge and expertise in specialized areas. In the past few years, over half of our new hires have been mid-career professionals.
In January 2023, we launched a system to connect with our alumni (former employees) and actively promote their re-employment while fostering connections with those engaged in other fields. As of March 31, 2025, approximately 290 users have registered on our networking site, reflecting an increase of about 40 since the previous year. We are committed to further utilizing this network to strengthen our community.
(ii) Talent Development
Under the Basic Policy of Talent Development listed below, we are committed to developing our talent.
<Basic Policy of Talent Development>
In order to put into action our Group Purpose, “we aspire to create a better world by harnessing the power of financial markets,” we aim for Nomura Group people to differentiate themselves by being a professional group that continually takes on challenges to create new added value.
We aim to create a self-sustaining decentralized organization in which every single employee has a high level of expertise and leadership. To achieve this, we have reorganized our training programs by hierarchy for new employees, instructors, and managers, and are working to enhance departmental expertise through department-specific training and to promote self-directed career development through enriched self-selection training.
As an example of the self-selection training, we launched our Digital IQ University program. This program enables employees, regardless of whether they are involved in IT operations, to systematically acquire a wide range of knowledge and skills related to digitalization. Additionally, in department-specific training, for example, in our Wholesale Division, we provide a knowledge management platform called “M&A University.” By utilizing this platform, employees can learn specialized knowledge in M&A advisory services and apply it in practical work.
Additionally, we are implementing various selective training programs. Specifically, the following programs are available:
Study Abroad Support Program - For more than 60 years, we have offered tuition assistance programs to employees in Japan in order to support their self-improvement goals through study abroad programs.
Startup training program - We launched our Startup training program in order to provide our employees with work experience at startup companies in Japan. Through this program, we encourage employees to gain experience outside of the Nomura Group and promote a culture of accepting diverse values when they return to the Nomura Group.
Nomura Keiei-juku - We have offered our in-house senior management development program in Japan. The participants, who are selected from the entire Nomura Group, have opportunities to have discussions with senior executives to gain exposure to their perspectives and to deepen their own vision, self-awareness, and determination as candidates of future management.
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Nomura Management School - We send senior executives to executive programs operated by external educational institutions. By providing participants with the opportunity to enroll in high-quality executive education programs led by world-class instructors who are experts in various fields, including top-tier instructors from overseas universities, we are focusing on successor development.
(iii) Performance Appraisal
To deliver on the Nomura Group Purpose, in all regions including Japan, and across all departments and roles, we are making further efforts to enhance our performance-based compensation system, through ensuring the fairness of performance appraisal and benchmarking employee productivity against external market data. All managers in Japan paid by job type.
We have also introduced 360-degree feedback globally, and by engaging in dialogue between the target and the evaluators regarding the results, we are supporting the growth and leadership development of the target. Additionally, we have implemented the ERCC rating(2).
(2) Evaluation of Ethics, Risk Management, Compliance and Conduct.
(iv) Mobility and Advancement
We respect employees’ entrepreneurial mindsets and encourage autonomous career development. While we had a global internal job posting system in place before, we significantly expanded the scope of this system in Japan starting from the year ended March 31, 2021. Regardless of corporate title, many employees have actively applied to this system across departmental boundaries, enabling them to pursue new career opportunities through job rotations.
Additionally, from the perspective of appointing talent to key positions within the group and developing successors for such positions, we globally manage a talent pool of individuals with the potential to assume critical roles. Assessments are conducted for these talent pools, and various leadership development programs are provided to the respective employees based on their leadership potential.
(3) Fostering Corporate Culture
We are engaged in fostering our corporate culture by embedding the Code of Conduct, promoting Inclusion and Well-being. To verify and improve the effectiveness of our talent management strategy, we have been conducting the “Nomura Group Employee Survey” since fiscal year 2013, and starting in fiscal year 2023, we have implemented a “Pulse Check Survey” that conducts awareness surveys quarterly on randomly selected employees. By analyzing these initiatives, we aim to connect the results to new measures through a PDCA cycle, focusing on enhancing employee engagement.
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In April 2025, we established a Culture & Engagement Division. The Culture & Engagement Division will promote the cultivation of a positive corporate culture across the group and aims to enhance employee engagement.
(i) Code of Conduct
We not only comply with laws and regulations but also strive to ensure that all employees act in accordance with social norms. To guide the appropriate behavior expected of our members, we have established the “Nomura Group Code of Conduct” and promote proper conduct based on this code through training and other initiatives. Every year in August, on “Nomura Day of Founding Philosophy and Corporate Ethics,” we collectively reaffirm the lessons learned from past scandals. This includes initiatives aimed at preventing recurrence and maintaining and gaining the trust of society and our customers. We reflect on past misconduct, engage in discussions on proper conduct, and pledge to adhere to the Nomura Group Code of Conduct. Since its formulation in December 2019, the Nomura Group Code of Conduct is annually reviewed to better respond to changes in the social and economic landscape surrounding the Nomura Group and the expectations of our stakeholders.
(ii) Inclusion
We believe that diversity, represented by our employees from approximately 90 nationalities working across 30 countries and regions at Nomura, helps improve our competitiveness, innovation, and advanced risk management. In July 2016, we adopted our “Declaration on Diversity and Inclusion” initiative and have since been committed to enhancing our work environment through measures such as introducing hourly paid leave and a partnership program. We believe that ‘diversity strengthens an organization’ at the core of our values and aim to create a workplace where each of us feels a sense of belonging when we are valued and respected for who we are.To promote this,our Working Group, which consists of Executive Officers, Senior Managing Directors, heads of group companies and global regions, aims to create such a work environment across the group using a top-down approach. Additionally, our Employee Network, is composed of employee who participate voluntarily and engages in diversity awareness-raising activities at Nomura offices worldwide through a bottom-up approach.
Starting in fiscal year 2024, the promotion of Inclusion has been incorporated into the performance management system for all employees and executives worldwide, with the aim of deepening their understanding of inclusion in the workplace and encouraging them to contribute to creating a better work environment.
In Japan, initiatives such as the “Parental Leave Incentive Bonus,” implemented across domestic subsidiaries (with certain exceptions, such as joint ventures), have encouraged male employees to take continuous parental leave of one month or more.
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Additionally, approximately 15,000 employees in Japan participated in the “Nomura Group Inclusion Training” as part of greater human rights awareness efforts, aiming to make “Inclusion” a personal matter and to gain a deeper understanding of minority issues.We will continue to seek to foster an inclusive environment where everyone can realize their full potential.
(iii) Well-being
We recognize the importance of our employees’ physical, emotional, mental and financial well-being so that they can realize their full potential, stay motivated and excel in the performance of their duties. We seek to improve its employee welfare programs, such as childcare and nursing care support, as well as to maintain and promote employee health, so that employees can continue to work with enthusiasm, including the development of appropriate working conditions and a comfortable working environment.
We also recognize the need to reduce Absenteeism (1) and Presenteeism (2), and improve Work Engagement (3) and have set the following measurements in order to monitor employee well-being:
| (1) | Absenteeism: The impact of absenteeism is measured by financial losses due to absence from work coursed by injury or illness, calculated by multiplying the average compensation of employees for such financial year by the number of employees and the utilization rate of sick leave. |
| (2) | Presenteeism: A condition in which individuals go to work despite being ill or experiencing symptoms of illness, with negative impacts on business execution and productivity. The figure is calculated based on responses to the SPQ (Single-Item Presenteeism Question, Tokyo University 1-Item Version). |
| (3) | Work Engagement: A positive, fulfilling, work-related state of mind. This is measured based on deviation from the results of the national average of annual stress assessment, which is an annual mandatory workplace program in Japan to screen for mental health issues in workers. |
For Absenteeism, we have not set a specific target because it is important to create an environment where our employees can be absent from work when they feel unwell. We will continuously evaluate and introduce new well-being initiatives to improve this metrics. We set our targets for Presenteeism and Work Engagement, 10 (i.e., no more than a 10% productivity loss rate) and 60 (with the national average being 50), respectively by the year ending March 31, 2026. At the moment these measurements are only applicable to employees of NSC, but we will continue to evaluate our implementation plan and extend the initiatives to other subsidiaries, ultimately expanding the coverage to the Nomura Group as a whole.
We also support the financial well-being of our global employees by offering various programs that contribute to asset formation, such as an employee stock ownership plan, a defined contribution pension plan, and Workplace Tsumitate NISA. We have also implemented an incentive system for contributions to the employee stock ownership plan and Workplace Tsumitate NISA. To enable employees to make more
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effective use of these systems, we began providing video content (Nomura Financial Wellness Program) in fiscal year 2023 through NSC, and in fiscal year 2024 through other domestic subsidiaries, allowing employees to quickly deepen their understanding of retirement benefits and pension systems.
C. Organizational Structure.
The following table lists the Company and its significant subsidiaries and their respective countries of incorporation as of March 31, 2025. Indentation indicates the principal parent of each subsidiary. Proportions of ownership interest include indirect ownership.
| Name |
Country/Region |
Ownership Interest |
||||
| (%) | ||||||
| Nomura Holdings, Inc. |
Japan | — | ||||
| Nomura Securities Co., Ltd. |
Japan | 100 | ||||
| Nomura Asset Management Co., Ltd. |
Japan | 100 | ||||
| The Nomura Trust & Banking Co., Ltd. |
Japan | 100 | ||||
| Nomura Babcock & Brown Co., Ltd. |
Japan | 100 | ||||
| Nomura Capital Investment Co., Ltd. |
Japan | 100 | ||||
| Nomura Investor Relations Co., Ltd. |
Japan | 100 | ||||
| Nomura Fiduciary Research & Consulting Co., Ltd. |
Japan | 100 | ||||
| Nomura Research & Advisory Co., Ltd. |
Japan | 100 | ||||
| Nomura Business Services Co., Ltd. |
Japan | 100 | ||||
| Nomura Properties, Inc. |
Japan | 100 | ||||
| Nomura Institute of Capital Markets Research |
Japan | 100 | ||||
| Nomura Financial Products & Services, Inc. |
Japan | 100 | ||||
| Nomura Institute of Estate Planning |
Japan | 100 | ||||
| Nomura Capital Partners Co., Ltd. |
Japan | 100 | ||||
| Nomura Mezzanine Partners Co., Ltd. |
Japan | 100 | ||||
| Corporate Design Partners Co., Ltd. |
Japan | 100 | ||||
| Nomura Kagayaki Co., Ltd. |
Japan | 100 | ||||
| Nomura IM Investment LLC |
Japan | 100 | ||||
| Nomura Global Finance Co., Ltd. |
Japan | 100 | ||||
| BOOSTRY Co., Ltd |
Japan | 51 | ||||
| Nomura Asia Pacific Holdings Co., Ltd. |
Japan | 100 | ||||
| Nomura International (Hong Kong) Limited |
Hong Kong | 100 | ||||
| Nomura Singapore Limited |
Singapore | 100 | ||||
| Nomura Securities Singapore Pte. Ltd. |
Singapore | 100 | ||||
| Nomura Australia Limited |
Australia | 100 | ||||
| Nomura Asia Investment (Fixed Income) Pte. Ltd. |
Singapore | 100 | ||||
| Nomura Financial Advisory and Securities (India) Private Limited |
India | 100 | ||||
| Nomura Holding America Inc. |
U.S. | 100 | ||||
| Nomura Securities International, Inc. |
U.S. | 100 | ||||
| Nomura Corporate Research and Asset Management Inc. |
U.S. | 100 | ||||
| Nomura America Mortgage Finance, LLC |
U.S. | 100 | ||||
| Nomura Global Financial Products, Inc. |
U.S. | 100 | ||||
| Instinet Incorporated |
U.S. | 100 | ||||
| Nomura Europe Holdings plc |
U.K. | 100 | ||||
| Nomura International plc |
U.K. | 100 | ||||
| Nomura Bank International plc |
U.K. | 100 | ||||
| Nomura Financial Products Europe GmbH |
Germany | 100 | ||||
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| Name |
Country/Region |
Ownership Interest |
||||
| (%) | ||||||
| Banque Nomura France |
France | 100 | ||||
| Nomura Bank (Luxembourg) S.A. |
Luxemburg | 100 | ||||
| Nomura Bank (Switzerland) Ltd. |
Switzerland | 100 | ||||
| Nomura Europe Finance N.V. |
The Netherlands | 100 | ||||
| Nomura European Investment Limited |
U.K. | 100 | ||||
| Laser Digital Group Holdings AG |
Switzerland | 100 | ||||
| Nomura Asia Investment (India Powai) Pte. Ltd. |
Singapore | 100 | ||||
| Nomura Services India Private Limited |
India | 100 | ||||
| Nomura International Funding Pte. Ltd. |
Singapore | 100 | ||||
| Nomura Orient International Securities Co., Ltd. |
China | 51 | ||||
D. Property, Plants and Equipment.
Our Properties
As of March 31, 2025, our principal head office is located in Tokyo, Japan and occupies 826,317 square feet of office space. Our other major offices in Japan are our Osaka branch office, which occupies 127,348 square feet, our Nagoya branch office, which occupies 89,567 square feet, and the head office of Nomura Asset Management Co., Ltd. in Tokyo, which occupies 128,715 square feet.
As of March 31, 2025, our major offices outside Japan are the head offices of NIP located in London, which occupies 290,403 square feet, the New York head office of Nomura Securities International, Inc., which occupies 183,265 square feet, and the offices of Nomura International (Hong Kong) Limited located in Hong Kong which occupies 83,506 square feet. We lease most of our overseas office space.
As of March 31, 2025, the major office of Nomura Services India Private Limited, our specialized service company in Mumbai, India, occupies 217,668 square feet.
As of March 31, 2025, the aggregate net book value of the land and buildings we owned was ¥89 billion, and the aggregate net book value of equipment we owned, including communications and data processing facilities, was ¥27 billion.
As of March 31, 2025, we plan to construct a new facility as follows:
| Name |
Location |
Segment |
Nature of the plan |
Estimate of the amount of expenditures (Millions of yen) |
Amount of expenditures already paid (Millions of yen) |
Method of |
Date of start of |
Estimated | ||||||||||||
| NHI |
Tokyo |
Other |
Nihonbashi 1-Chome Naka Area Type 1 Urban Area Redevelopment Project | 149,200 | 22,109 | Own funds |
December 2021 |
March 2026 | ||||||||||||
Item 4A. Unresolved Staff Comments
We are a large accelerated filer as defined in Rule 12b-2 under the Securities Exchange Act of 1934. There are no written comments which have been provided by the staff of the Securities and Exchange Commission regarding our periodic reports under that Act not less than 180 days before the end of the year ended March 31, 2025 and which remain unresolved as of the date of the filing of this annual report with the Commission.
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Item 5. Operating and Financial Review and Prospects
A. Operating Results.
This discussion and analysis contain forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of factors, including, but not limited to, those under Item 3.D “Risk Factors” and elsewhere in this annual report.
Business Environment
During the year ended March 31, 2025, while global inflation continued to subside, economic sentiment varied across regions, becoming a factor in market fluctuations. In the United States, temporary concerns about an economic slowdown triggered a sharp decline in global stock markets during the summer. In the November 2024 U.S. presidential election, Republican candidate Donald Trump secured victory. Initially, expectations for future tax cuts and deregulation were viewed as positive factors boosting stock prices. However, following his inauguration in January 2025, his statements regarding tariff hikes and the actual implementation of these measures occasionally triggered downward pressure on stock prices. In China, despite the continued stagnation in the real estate market, stock prices remained resilient starting in autumn, supported by expectations of economic stimulus measures driven by fiscal spending. In Europe, stock prices remained relatively weak, but since the beginning of the year, growing hopes for an end to the Russia-Ukraine war have driven notable stock price increases.
Meanwhile, in terms of monetary policy, the U.S. Federal Reserve Board (FRB) began its rate-cutting cycle in September 2024. However, with the strong U.S. economy, expectations for additional rate cuts were limited, and long-term interest rates rose from autumn into the new year. The European Central Bank (ECB) began its rate-cutting cycle in June 2024.
In Japan, the inflation rate declined toward the summer but became more persistent thereafter. The 2024 Shunto (spring wage negotiations) resulted in a 5.3% increase, and a strong trend of above 5% is expected to continue for 2025. Recognizing a strengthening virtuous cycle between wages and prices, the Bank of Japan raised its policy interest rate to 0.25% in July 2024 and further to 0.50% in January 2025. The USD/JPY exchange rate fluctuated, primarily reflecting the interest rate differential between Japan and U.S., but overall remained within a narrow range. Stock prices maintained a long-term upward trend throughout FY2024, supported by improved corporate profit margins.
Executive Summary
1. Overall results of business
We recognized net revenue of ¥1,892.5 billion during the year ended March 31, 2025, an increase of 21.2% from the previous year. Non-interest expenses increased by 10.3% to ¥1,420.5 billion, income before income taxes was ¥472.0 billion, and net income attributable to the shareholders of NHI was ¥340.7 billion. Return on equity was 10.0%. Earnings per Share* for the year ended March 31, 2025 was ¥111.03, an increase from ¥52.69 for the year ended March 31, 2024. We have decided to pay a dividend of ¥24 per share to shareholders of record as of March 31, 2025. Additionally, in commemoration of our 100th anniversary on December 25, 2025, we have decided to pay a commemorative dividend of ¥10 per share to shareholders of record as of March 31, 2025. As a result, the total annual dividend will be ¥57 per share for the year ended March 31, 2025.
* Diluted net income attributable to NHI shareholders per share.
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2. Management’s assessment of key initiatives and achievements during the fiscal year
During the year ended March 31, 2025, our management strategy of “expanding the scope of our business from public into private markets” progressed steadily, reflecting our medium to long-term initiatives to grow stable revenues and diversify our Wholesale revenue streams, while controlling costs.
In the Wealth Management Division, recurring revenue grew due to continued net inflows into recurring revenue assets via the provision of comprehensive asset management services. As a result, income before income taxes reached ¥170.8 billion, the highest level in 11 years.
In the Investment Management Division, the alternative asset under management has reached a record high. Net inflows have helped drive growth in asset under management. Business revenue increased by 19% compared to the previous year. Additionally, investment gains have also increased. As a result, both the division revenue and income before income taxes have reached their highest levels since the division was established in April 2021.
In the Wholesale Division, revenue grew across all business lines and regions. In Global Markets, equity products, execution services, and securitized products performed well, and the revenue of international wealth management business in Asia and the Middle East has also increased significantly. In Investment Banking, the revenue of ECM and M&A in Japan has increased due to a high level of corporate actions. Additionally, M&A in EMEA and solution businesses across all regions grew. As a result, we recorded their highest revenue since the year ended March 31, 2017, both in Japan and internationally.
3. Capital policy and shareholder returns
We plan to maintain appropriate capital ratios and aim for sustainable growth through optimal capital allocation. As preparatory steps to achieve our management vision, while controlling cost levels, we are investing for growth to realize our management strategy of expanding the scope of our business from public into private markets, in order to balance investment and shareholder returns, and maximize shareholder value by improving productivity and expanding revenue sources.
We strive to pay dividends using a consolidated payout ratio of at least 40% of each semi-annual consolidated earnings as a key indicator. Additionally, we aim for a total payout ratio, which includes dividends and share buybacks, of at least 50%. The total amount of shareholder returns for each fiscal year is determined by comprehensively taking into account trends in the regulatory environment in Japan and overseas, including the strengthening of Basel regulations, as well as the consolidated results of our business divisions.
For further details of our dividend policy, refer to Item 5.B. “Liquidity and Capital Resources—Capital Management—Dividends”.
4. Summary by Segment
In our Wealth Management Division, net revenue for the year ended March 31, 2025 increased by 12.2% from the previous year to ¥451.5 billion. Non-interest expenses increased by 0.4% to ¥280.7 billion. As a result, income before income taxes increased by 39.2% to ¥170.8 billion. In the Wealth Management Division, we have worked to strengthen our wealth management services by enhancing comprehensive wealth management services in line with client needs to help our clients achieve the future they envision. Despite an uncertain market environment, there was an increase in flow revenue, mainly due to an increase in the sales of investment trusts, particularly through face-to-face channels. Additionally, there was also a significant increase in recurring revenue due to the expansion of Wealth Management client assets through our consulting services on the entire asset bases of our clients, which we have been working on continuously.
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In addition, we aim to build a sustainable client base and expand our business over the medium to long term by establishing contact points through workplace financial services, and we have been able to successfully increase the number of clients we provide services to, including the working generation. Going forward, we will provide a wide range of wealth management services, including face-to-face consulting, non-face-to-face services using digital tools, and workplace services that address asset building needs.
In our Investment Management Division, net revenue for the year ended March 31, 2025 increased by 24.9% from the previous year to ¥192.5 billion. Non-interest expenses increased by 9.5% to ¥102.9 billion. As a result, income before income taxes increased by 48.8% to ¥89.6 billion. The Investment Management Division recorded the highest business revenue, which is a stable source of revenue, and the highest income before income taxes since the division was established in April 2021. The Investment Management Division has aimed for business revenue growth from increase in assets under management and providing higher value-added asset management. Net inflows for the year ended March 31, 2025 were ¥2.6 trillion, remaining at a high level following the previous year. However, due to market factors, such as the decline in the Japanese stock market, assets under management as of March 31, 2025 only slightly increased to ¥89.3 trillion from March 31, 2024.
On the other hand, the average of assets under management during the year ended March 31, 2025 significantly increased from the previous year, contributing to the expansion of business revenue. Higher value-added services, such as in-house active investments and private asset management business for wealth management, also contributed to the business revenue growth. In particular, alternative assets under management as of March 31, 2025 increased by 40.2% to ¥2,608.2 billion from March 31, 2024. The balance of “Nomu Wrap Fund,” designed to provide investors with a balanced investment approach suitable for various investment styles, reached ¥1.0 trillion.
In our Wholesale Division, net revenue for the year ended March 31, 2025 increased by 22.1% from the previous year to ¥1,057.9 billion. Non-interest expenses increased by 9.8% to ¥891.7 billion. As a result, income before income taxes increased by 208.4% to ¥166.3 billion. In Global Markets, we continued to focus on providing uninterrupted service and liquidity to our clients under tight risk control, as they rebalanced and hedged their portfolio in uncertain markets driven by macro-economic environment, central banks’ policy actions and the U.S. election. We delivered steady performance monetizing client flows and market opportunities led by Securitized Products, Equity Products and International Wealth Management. In Investment Banking, though there were difference among regions, client activity was at a high level and we strived to meet our client’s diversified needs through our services and solutions which led to an increase in the number of deals. Contributions from Advisory, Equity Finance and Equity Solutions in Japan, along with Advisory and Solutions including Private Credit in international regions resulted an increase in revenue.
Progress on Key Performance Indicators (KPIs)
«Management Indicators»
Return on Equity / Income before income taxes
We have set a quantitative management target for the fiscal year 2030, aiming to achieve an ROE of 8-10%+ and an income before income taxes of over ¥500 billion, as our most important management performance indicators.
After the introduction of the Corporate Governance Code in Japan, the importance of awareness of capital costs has increased among management of Japanese companies. In addition, under the framework of global financial regulations, more effective use of capital is required. As a result, we believe that the optimal allocation of financial resources will become even more important for our Company in the future. Accordingly, beginning in the year ended March 31, 2021, we adopted ROE as a key management indicator, which management uses to track the progress of our sustainable business transformation, along with the revision of “Fundamental Management Policy” based on the approval at the Board of Directors meeting held in May 2020.
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ROE is defined and calculated as net income attributable to NHI shareholders divided by average of the total shareholders’ equity at the beginning and end of the period. We believe that disclosure of ROE is useful to investors in that it helps them to assess business conditions and our effective use of capital to enhance corporate value.
We have set ROE target of 8-10%+ for the year ending March 31, 2031, reflecting the cost of capital for our Company. However, ROE may be of limited use in that it does not necessarily reflect financial soundness. In order to avoid the excessive pursuit of capital efficiency with the aim of improving ROE at the expense of financial soundness, we attach importance to the creation of corporate value, giving due consideration to financial soundness, and thereby improving ROE. ROE for the year ended March 31, 2025 increased to 10.0% from 5.1% for the prior fiscal year.
In addition, in order to achieve sustainable growth, we have set a quantitative management target for the year ending March 31, 2031 to achieve an income before income taxes of over ¥500 billion, so that it helps them to assess business conditions more concretely and enhance corporate value. For the year ended March 31, 2025, the income before income taxes was ¥472 billion.
Common equity Tier1 capital ratio
There are multiple global financial regulations that we must comply with, including capital regulations established by Basel Committee on Banking Supervision as interpreted and implemented by the FSA which have a direct impact on the way we conduct business. For this reason, we have set a target of maintaining a common equity Tier 1 capital ratio of at least 11%, so that we will take into consideration the financial soundness including certain buffer against severe market stress. As announced in May 2025, we have decided to set a new upper limit on our target range of a common equity Tier 1 capital ratio of 11% to 14%.
Our common equity Tier 1 capital ratio decreased to 14.52% as of March 31, 2025 from 16.29% as of March 31, 2024. For further details, on the key capital requirements we must follow, see Item 5.B. “Liquidity and Capital Resources—Consolidated Regulatory Capital Requirements”.
«Indicators by Business Segment»
In addition to the Group KPIs, our management also uses certain divisional specific KPIs to monitor and assess performance of the divisions.
Wealth Management
We have adopted the following key indicators in the Wealth Management Division to quantify the outcomes of our efforts and monitor our business: Recurring revenue assets; Net inflows of recurring revenue assets; Flow business clients; and Workplace Services; so that our management will be able to monitor the progress of our businesses and target sustainable and further business growth. We believe that disclosure of those indicators is useful to investors in that it helps them to assess the progress of the division’s client-facing activities as well as digest and understand our growth potential.
| Year ended March 31 (Trillions of yen) | ||||||||||||||||||||
| 2023 | 2024 | % Change from previous year |
2025 | % Change from previous year |
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| Recurring revenue assets |
¥ | 18.7 | ¥ | 23.0 | 23.0 | % | ¥ | 23.5 | 2.3 | % | ||||||||||
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| 2023 | 2024 | % Change from previous year |
2025 | % Change from previous year |
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| Net inflows of recurring revenue assets |
¥ | 580.5 | ¥ | 702.0 | 20.9 | % | ¥ | 1,374.0 | 95.7 | % | ||||||||||
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*Revised figures retroactively prior to and including the year ended March 31, 2024 due to a change in definition as mentioned below.
| Year ended March 31 (Thousands) | ||||||||||||||||||||
| 2023 | 2024 | % Change from previous year |
2025 | % Change from previous year |
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| Flow business clients |
1,446 | 1,692 | 17.0 | % | 1,644 | (2.9 | )% | |||||||||||||
| Workplace Services |
3,489 | 3,627 | 4.0 | % | 3,883 | 7.0 | % | |||||||||||||
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Recurring Revenue Assets
Recurring revenue assets are defined by adding related loans to the total amount of assets, such as investment trusts, discretionary investments, insurance, and level fee assets, for which management fees and other recurring fees are charged. The amount of related loans totaled approximately ¥992.7 billion as reported within Loans receivable in the consolidated balance sheets as of March 31, 2025. Total recurring revenue assets as of March 31, 2025, were ¥23.5 trillion, an increase of ¥0.5 trillion, or 2.3%, from ¥23.0 trillion as of March 31, 2024, due to initiatives to increase recurring revenue assets and market factors.
Net Inflows of Recurring Revenue Assets
Net inflows of recurring revenue assets are defined and calculated by subtracting the amount of sell-offs and outflows from the amount of purchase and inflows of recurring revenue assets, and is an index used to measure the expansion of recurring revenue assets excluding changes in market value. In order to more closely monitor the progress of the stock business, we have retroactively revised the definition for this fiscal year so as not to include the net decrease due to investment trust distributions, which we believe more clearly isolates the level of inflows or outflows of investment trust assets under management (other than distributions). As a result, the net inflows of recurring revenue assets for the year ended March 31, 2023 increased from ¥333.7 billion to ¥580.5 billion. Similarly, the net inflows for the year ended March 31, 2024 increased from ¥317.4 billion to ¥702.0 billion. As a result of our success in establishing market presence in the Wealth Management business, the total net inflows of recurring revenue assets during the year ended March 31, 2025, were ¥1,374.0 billion, exceeding the ¥702.0 billion recorded for the year ended March 31, 2024 by 95.7%.
Flow Business Clients
The number of flow business clients is defined as the total number of clients to whom we provide flow business, businesses that generate flow revenues, within the fiscal year and is a measure of the growth in the client base that is critical to realizing the growth in flow revenue, etc. The number of flow business clients as of March 31, 2025, was approximately 1,644 thousand, which is 2.9% lower than the number as of March 31, 2024, which was 1,692 thousand. This decrease resulted from a slowdown in accumulation toward the end of the fiscal year against the background of heightened uncertainty about the future.
Services for Salaried Employees
Workplace Services are defined as the sum of the number of workplace financial services provided, such as the number of members of employee stock ownership plans, accounts derived from the employee stock ownership (excluding current members) and corporate defined contribution (DC) pension plan subscribers, and is an index used to measure the expansion of the client base through workplace financial businesses. As of March 31, 2025, the number of workplace services provided stood at 3,883 thousand. We achieved an expansion of 255 thousand, 7.0% increase from that of March 31, 2024, which was 3,627 thousand, mainly in terms of the increase in members of employee stock ownership plans, and have expanded our client base which will lead to sustainable growth.
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Investment Management
We have set the balance of assets under management and net inflows as key performance indicators for the Investment Management Division. The businesses in the Investment Management Division generally earn management or similar fees based on the amount of assets under management, meaning that revenue trends for these businesses tend to follow trends in the amount of assets under management, and our management considers this metric to be effective in monitoring the progress of these businesses. We also believe that it is an important indicator of how well investment products are received by investors. We believe that net inflows are an effective metric to monitor the progress of the division’s asset management businesses, excluding market factors from fluctuations in the balance of assets under management. It is an important indicator for ascertaining the effectiveness of the division’s measures to expand assets under management and thereby achieve its profit expansion target.
| Year ended March 31 (Billions of yen) | ||||||||||||||||||||
| 2023 | 2024 | % Change from previous year |
2025 | % Change from previous year |
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| Net inflow |
¥ | (760 | ) | ¥ | 3,760 | — | % | ¥ | 2,648 | (29.5)% | ||||||||||
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| March 31, 2023 | March 31, 2024 | % Change from previous year |
March 31, 2025 | % Change from previous year |
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| The balance of assets under management |
¥ | 67.3 | ¥ | 89.0 | 32.2 | % | ¥ | 89.3 | 0.4% | |||||||||||
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Net inflow
Net inflows are calculated by subtracting cash outflows from cash inflows. For these purposes, cash outflows do not include outflows from distributions. During the year ended March 31, 2025, Net inflows reached ¥2.6 trillion. In the investment trust business, while there were outflows from Money Reserve Funds and other money market funds, there were inflows into ETFs, alternative investments and balanced funds. In the investment advisory and international businesses, there were inflows into global equities and Japanese bonds from domestic institutional investors.
The balance of assets under management
The balance of assets under management includes the net balance (after deducting duplications) of assets under management (gross) of Nomura Asset Management Co., Ltd., Nomura Corporate Research and Asset Management Inc. and Wealth Square., Ltd., as well as third-party investments in assets managed by asset managers under the Investment Management Division. Despite market factors, including the decline in the Japanese stock market, assets under management increased slightly from March 31, 2024, ending at ¥89.3 trillion as of March 31, 2025 due to net inflows.
Wholesale
We have adopted a cost-to-income ratio and a revenue to modified RWA ratio as additional key performance indicators in our Wholesale Division. We believe that disclosure of these indicators would be useful for investors to assess progress in terms of cost and resource efficiency. Additionally, we use these indicators to evaluate our business based on progress on cost savings initiatives and return on resources.
| Year ended March 31 | ||||||||||||||||||||
| 2023 | 2024 | % Change from previous year |
2025 | % Change from previous year |
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| Cost-to-income ratio |
96 | % | 94 | % | (2 | )% | 84 | % | (10 | )% | ||||||||||
| Revenue/modified RWA |
6.5 | % | 6.8 | % | 0.3 | % | 7.6 | % | 0.8 | % | ||||||||||
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Cost-to-income ratio
The cost-to-income ratio for the Wholesale Division is calculated by dividing non-interest expenses for the division for a given reporting period by net revenue generated by the division for the same period, calculated consistently, in each case, with our segment presentation for the division. It is monitored at a divisional level to track operating margins for the business. The ratio improved during the year ended March 31, 2025 compared to the previous year as Wholesale costs increased 10% while revenues grew 22%. Revenues increased on a year-over-year basis across Global Markets and Investment Banking. Global Markets uptick was driven by strong performance across Equity Products, Execution Services, Securitized Products, and International Wealth Management business, whereas Investment Banking witnessed significant growth in ECM, M&A and Solutions businesses. Cost increase was primarily driven by increased revenue-linked trading activity and higher performance related costs. The ratio improved during the year ended March 31, 2024 compared to the previous year as Wholesale revenues rose faster than overall costs. The revenue increase was driven by growth in Investment Banking across major businesses, as well as improved performance in Global Markets particularly in Spread Products and Equity Products. Cost growth was mainly due to higher variable costs in line with performance and higher fixed costs due to inflation.
Revenue to modified Risk Weighted Asset (RWA) ratio
The revenue to modified RWA ratio for the Wholesale division is calculated by dividing net revenue generated by our Wholesale Division for a given reporting period (in the case of net revenue for the Wholesale Division for periods shorter than a full fiscal year, on an annualized basis) by the average balance of modified RWA used by the Wholesale Division for the same period. The revenue to modified RWA ratio is monitored to track our revenue earning capacity against risk resources deployed. Modified RWA is the total of (i) average daily risk-weighted assets as calculated and presented under Basel regulations as interpreted and implemented by the FSA and (ii) an adjustment equal to the regulatory adjustment to risk-based capital calculated and presented under Basel regulations as interpreted and implemented by the FSA divided by our internal capital ratio target of 12.5% (daily average for the accounting period), which we use to estimate the amount of deductions to RWA generated by the division. The revenue to modified RWA as we calculate and present it may differ from similarly titled measures presented by our competitors due to the approach and methodologies used for calculation. Our credit risk-weighted assets and operational risk equivalent assets are calculated by using the foundation Internal Ratings-Based Approach and the Standardized Approach, respectively, with the approval of the FSA. Furthermore, Market risk equivalent assets are calculated by using the Internal Models Approach for market risk. The conversion of Wholesale RWA to modified RWA is based on adjustments reflecting our internal minimum capital ratio target. Moreover, the usefulness of this ratio may be limited in that the adjustment applied to RWA, which is intended to capture the appropriate amount of RWA to attribute to our businesses (as opposed to RWA as calculated for regulatory capital purposes), is an estimate incorporating our internal risk tolerance; however, this adjustment may not appropriately reflect the actual regulatory capital impact of the charged assets that are used by our business. Revenue to modified RWA increased for the year ended March 31, 2025 compared to the previous year, as the growth in Wholesale revenue offset the impact of increase in RWA. Revenue increased across both Global Markets and Investment Banking, driven by strong performance in Equity Products, Execution Services, Securitized Products and International Wealth Management, as well as growth in ECM, M&A and Solutions businesses. Revenue to modified RWA increased for the year ended March 31, 2024 compared to the previous year, with the increase in Wholesale revenue more than offsetting the impact of increase in RWA. The revenue increased mainly from Global Markets due to improved performance in spread products and equity products and in Investment Banking across major businesses.
Banking
On April 1, 2025, Nomura Group established a new Banking Division. Key indicator(s) decided for Banking Division, as a new business segment, will be disclosed from the year ending March 31, 2026.
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Results of Operations
Overview
The following table provides selected consolidated statements of income information for the years ended March 31, 2023, 2024 and 2025.
| Millions of yen, except percentages | ||||||||||||||||||||
| Year ended March 31 | ||||||||||||||||||||
| 2023 | 2024 | % Change from previous year |
2025 | % Change from previous year |
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| Non-interest revenues: |
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| Commissions |
¥ | 279,857 | ¥ | 364,095 | 30.1 | % | ¥ | 407,011 | 11.8 | % | ||||||||||
| Fees from investment banking |
113,208 | 173,265 | 53.1 | 212,234 | 22.5 | |||||||||||||||
| Asset management and portfolio service fees |
271,684 | 310,154 | 14.2 | 378,196 | 21.9 | |||||||||||||||
| Net gain on trading |
563,269 | 491,611 | (12.7 | ) | 580,099 | 18.0 | ||||||||||||||
| Gain on private equity and debt investments |
14,504 | 11,877 | (18.1 | ) | 7,634 | (35.7 | ) | |||||||||||||
| Gain (loss) on investments in equity securities |
(1,426 | ) | 9,612 | — | 444 | (95.4 | ) | |||||||||||||
| Other |
130,940 | 175,824 | 34.3 | 223,264 | 27.0 | |||||||||||||||
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| Total Non-interest revenues |
1,372,036 | 1,536,438 | 12.0 | 1,808,882 | 17.7 | |||||||||||||||
| Net interest revenue |
(36,459 | ) | 25,562 | — | 83,603 | 227.1 | ||||||||||||||
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| Net revenue |
1,335,577 | 1,562,000 | 17.0 | 1,892,485 | 21.2 | |||||||||||||||
| Non-interest expenses |
1,186,103 | 1,288,150 | 8.6 | 1,420,521 | 10.3 | |||||||||||||||
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| Income before income taxes |
149,474 | 273,850 | 83.2 | 471,964 | 72.3 | |||||||||||||||
| Income tax expense |
57,798 | 96,630 | 67.2 | 124,709 | 29.1 | |||||||||||||||
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| Net income |
¥ | 91,676 | ¥ | 177,220 | 93.3 | % | ¥ | 347,255 | 95.9 | % | ||||||||||
| Less: Net income (loss) attributable to noncontrolling interests |
(1,110 | ) | 11,357 | — | 6,519 | (42.6 | ) | |||||||||||||
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| Net income attributable to NHI shareholders |
¥ | 92,786 | ¥ | 165,863 | 78.8 | % | ¥ | 340,736 | 105.4 | % | ||||||||||
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| Return on equity |
3.1 | % | 5.1 | % | 10.0 | % | ||||||||||||||
Net revenue increased from the year ended March 31, 2024 to the year ended March 31, 2025. This increase was primarily driven by Asset management and portfolio service fees from our Wealth Management Division and Investment Management Division and Net gain on trading from our Wholesale Division. The increase in Commissions was primarily due to an increase in commissions received from distribution of investment trusts. Fees from investment banking increased during the year ended March 31, 2025 primarily due to an increase in revenue from underwriting and sales commission and M&A advisory fee. Asset management and portfolio service fees increased as the average of asset under management increased during the year ended March 31, 2025. Net gain on trading increased during the year ended March 31, 2025, primarily due to an increase in revenue from the Fixed Income and Equities businesses. Net gain on trading also included total gains of ¥2.3 billion attributable to changes in Nomura’s own creditworthiness with respect to derivative liabilities primarily due to a widening of Nomura’s credit spread. Gain (loss) on investments in equity securities decreased during the year ended March 31, 2025, primarily due to a result of market correction of the underlying investment during the year ended March 31, 2025. Gain (loss) on investments in equity securities includes both realized and unrealized gains and losses on investments in equity securities held for operating purposes which are our investments in unaffiliated companies, which we hold on a long-term basis in order to promote existing and potential business relationships. Other increased during the year ended March 31, 2025, primarily due to foreign exchange gains.
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Net revenue increased from the year ended March 31, 2023 to the year ended March 31, 2024. This increase was primarily driven by Commissions from our Wealth Management Division. The increase in Commissions was primarily due to an increase in commissions received from brokerage for equity and equity-related products and distribution of investment trusts. Fees from investment banking increased during the year ended March 31, 2024 primarily due to an increase in revenue from underwriting and sales commission. Asset management and portfolio service fees increased as asset under management increased during the year ended March 31, 2024. Net gain on trading decreased during the year ended March 31, 2024, primarily due to recovery of losses related to the U.S. Prime Brokerage Event disappeared. Net gain on trading also included total losses of ¥13.8 billion attributable to changes in Nomura’s own creditworthiness with respect to derivative liabilities primarily due to a tightening of Nomura’s credit spread. Gain (loss) on investments in equity securities increased during the year ended March 31, 2024, primarily due to a result of market appreciation of the underlying investment during the year ended March 31, 2024. Gain (loss) on investments in equity securities includes both realized and unrealized gains and losses on investments in equity securities held for operating purposes which are our investments in unaffiliated companies, which we hold on a long-term basis in order to promote existing and potential business relationships. Other increased during the year ended March 31, 2024, primarily due to foreign exchange gains.
Net interest revenue fluctuates by the balance and structure of total assets and liabilities, which includes trading assets and financing and lending transactions, and term structure and volatility of interest rates. Net interest revenue is an integral component of trading activity. In assessing the profitability of our overall business and of our Global Markets business in particular, we view Net interest revenue and Non-interest revenues in aggregate. For the year ended March 31, 2025, interest and dividend revenue, including a dividend from our investment in American Century Investments increased by 12%, and interest expense increased by 10% from the year ended March 31, 2024. As a result, Net interest revenue for the year ended March 31, 2025 increased from the year ended March 31, 2024. For the year ended March 31, 2024, interest and dividend revenue, including a dividend from our investment in American Century Investments increased by 135%, and interest expense increased by 126% from the year ended March 31, 2023. As a result, Net interest revenue for the year ended March 31, 2024 increased from the year ended March 31, 2023.
Non-interest expenses for the year ended March 31, 2025 increased from the year ended March 31, 2024, primarily due to increase in Compensation and benefits.
Non-interest expenses for the year ended March 31, 2024 increased from the year ended March 31, 2023, primarily due to increase in Compensation and benefits.
We are subject to various taxes in Japan and we have applied the Group Tax Sharing system. The Group Tax Sharing system is only available for a national tax. Our domestic effective statutory tax rate was approximately 31% for the year ended March 31, 2023, 2024 and 2025, respectively. Furthermore, as a result of revision to Japanese domestic tax laws on March 31, 2025, Nomura’s effective statutory tax rate will increase from 31% to 31.5% for fiscal years beginning on or after April 1, 2026. Our foreign subsidiaries are subject to the income taxes of the jurisdictions in which they operate, which are generally lower than those in Japan. The Company’s effective statutory tax rate in any one year is therefore dependent on our geographic mix of profits and losses and also on the specific tax treatment applicable in each jurisdiction.
Income tax expense for the year ended March 31, 2025, represented an effective tax rate of 26.4%. The significant factors causing the difference between the effective tax rate of 26.4% and the effective statutory tax rate of 31% were the changes in deferred tax valuation allowances which decreased the effective tax rate by 5.3%.
Income tax expense for the year ended March 31, 2024, represented an effective tax rate of 35.3%. The significant factors causing the difference between the effective tax rate of 35.3% and the effective statutory tax rate of 31% were the increment of non deductible expenses which increased the effective tax rate by 6.0%, partially offset by the non-taxable income which decreased the effective tax rate by 2.5%.
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Income tax expense for the year ended March 31, 2023, represented an effective tax rate of 38.7%. The significant factors causing the difference between the effective tax rate of 38.7% and the effective statutory tax rate of 31% were the changes in deferred tax valuation allowances which increased the effective tax rate by 11.3%, partially offset by the non-taxable income which decreased the effective tax rate by 4.7%.
Results by Business Segment
Nomura’s operating management and management reporting are prepared based on the Wealth Management, the Investment Management, and the Wholesale segments.
We renamed the Retail Division as the “Wealth Management Division” , effective April 1, 2024 to reflect the transformation of business model.
Net gain (loss) related to economic hedging transactions, a part of realized gain (loss) on investments in equity securities held for operating purposes, our share of equity in the earnings of affiliates, corporate items and other financial adjustments are included as “Other” operating results outside of business segments in our segment information. We established a new Banking Division, effective April 1, 2025. Historical financial information as of and for three years ended March 31, 2025 and the discussion thereof included in this annual report is presented on the basis of our historical structure consisting of three divisions (Wealth Management, Investment Management and Wholesale). Discussions of our business on and after April 1, 2025, including discussions of our strategy and goals, are on the basis of the new four division structure.
A part of unrealized gain (loss) on certain investments in equity securities held for operating purposes is classified as a reconciling item outside of our segment information. The following segment information should be read in conjunction with Item 4.B “Business Overview” of this annual report and Note 21 “Segment and geographic information” in our consolidated financial statements included in this annual report. The reconciliation of our segment results of operations and consolidated financial statements is provided in Note 21 “Segment and geographic information” in our consolidated financial statements included in this annual report.
Wealth Management
Operating Results of Wealth Management
| Millions of yen | ||||||||||||||||||||
| Year ended March 31 | ||||||||||||||||||||
| 2023 | 2024 | % Change from previous year |
2025 | % Change from previous year |
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| Non-interest revenue |
¥ | 297,496 | ¥ | 395,900 | 33.1 | % | ¥ | 440,553 | 11.3 | % | ||||||||||
| Net interest revenue |
2,695 | 6,461 | 139.7 | 10,934 | 69.2 | |||||||||||||||
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| Net revenue |
300,191 | 402,361 | 34.0 | 451,487 | 12.2 | |||||||||||||||
| Non-interest expenses |
266,695 | 279,682 | 4.9 | 280,736 | 0.4 | |||||||||||||||
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| Income before income taxes |
¥ | 33,496 | ¥ | 122,679 | 266.2 | % | ¥ | 170,751 | 39.2 | % | ||||||||||
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Net revenue increased from the year ended March 31, 2024 to the year ended March 31, 2025 primarily due to an increase in asset management fees.
Net revenue increased from the year ended March 31, 2023 to the year ended March 31, 2024 primarily due to an increase in commissions earned from brokerage commissions and the distribution of investment trusts.
Non-interest expenses was largely unchanged from the year ended March 31, 2024 to the year ended March 31, 2025.
Non-interest expenses increased from the year ended March 31, 2023 to the year ended March 31, 2024 primarily due to an increase in bonus expense driven by an increase in revenue.
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The following table shows the breakdown of Wealth Management non-interest revenues for the year ended March 31, 2023, 2024 and 2025.
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| Year ended March 31 | ||||||||||||||||||||
| 2023 | 2024 | % Change from previous year |
2025 | % Change from previous year |
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| Commissions |
¥ | 112,455 | ¥ | 173,461 | 54.2 | % | ¥ | 183,598 | 5.8 | % | ||||||||||
| Brokerage commissions |
50,901 | 80,239 | 57.6 | 72,249 | (10.0 | ) | ||||||||||||||
| Commissions for distribution of investment trusts |
30,183 | 54,857 | 81.7 | 65,852 | 20.0 | |||||||||||||||
| Other commissions |
31,371 | 38,365 | 22.3 | 45,497 | 18.6 | |||||||||||||||
| Net gain on trading |
44,171 | 55,919 | 26.6 | 52,483 | (6.1 | ) | ||||||||||||||
| Fees from investment banking |
16,184 | 23,066 | 42.5 | 27,323 | 18.5 | |||||||||||||||
| Asset management fees |
108,085 | 124,446 | 15.1 | 156,732 | 25.9 | |||||||||||||||
| Others |
16,601 | 19,008 | 14.5 | 20,417 | 7.4 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Non-interest revenues |
¥ | 297,496 | ¥ | 395,900 | 33.1 | % | ¥ | 440,553 | 11.3 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Commissions increased from the year ended March 31, 2024 to the year ended March 31, 2025, primarily due to an increase in commissions for distribution of investment trusts. Asset management fees increased from the year ended March 31, 2024 to the year ended March 31, 2025, due to an increase in recurring revenue.
Commissions increased from the year ended March 31, 2023 to the year ended March 31, 2024, primarily due to an increase in brokerage commissions received from equity and equity-related products and in commissions for distribution of investment trusts. Net gain on trading increased from the year ended March 31, 2023 to the year ended March 31, 2024, due to market appreciation.
Wealth Management Client Assets
The following table presents amounts and details regarding the composition of Wealth Management client assets as of March 31, 2024 and 2025. Wealth Management client assets consist of clients’ assets under management and assets relating to variable annuity insurance products.
| Trillions of yen | ||||||||||||||||||||
| Year ended March 31, 2024 | ||||||||||||||||||||
| Balance at beginning of year |
Gross inflows | Gross outflows | Market appreciation / (depreciation) |
Balance at end of year |
||||||||||||||||
| Equities |
¥ | 78.0 | ¥ | 31.1 | ¥ | (27.0 | ) | ¥ | 20.4 | ¥ | 102.5 | |||||||||
| Debt securities |
18.5 | 13.6 | (18.4 | ) | 6.4 | 20.1 | ||||||||||||||
| Equity investment trusts |
10.2 | 3.8 | (3.6 | ) | 2.9 | 13.3 | ||||||||||||||
| Debt investment trusts |
6.8 | 0.8 | (0.3 | ) | 0.0 | 7.3 | ||||||||||||||
| Overseas mutual funds |
1.2 | 0.5 | (0.1 | ) | 0.2 | 1.8 | ||||||||||||||
| Others |
7.5 | 1.8 | (0.8 | ) | 0.1 | 8.6 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
¥ | 122.2 | ¥ | 51.6 | ¥ | (50.2 | ) | ¥ | 30.0 | ¥ | 153.6 | |||||||||
|
|
|
|
|
|
|
|
|
|
|
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| Trillions of yen | ||||||||||||||||||||
| Year ended March 31, 2025 | ||||||||||||||||||||
| Balance at beginning of year |
Gross inflows | Gross outflows | Market appreciation / (depreciation) |
Balance at end of year |
||||||||||||||||
| Equities |
¥ | 102.5 | ¥ | 41.1 | ¥ | (38.4 | ) | ¥ | (13.0 | ) | ¥ | 92.2 | ||||||||
| Debt securities |
20.1 | 20.5 | (23.7 | ) | 3.8 | 20.7 | ||||||||||||||
| Equity investment trusts |
13.3 | 5.4 | (5.0 | ) | (0.4 | ) | 13.3 | |||||||||||||
| Debt investment trusts |
7.3 | 0.7 | (0.5 | ) | (0.8 | ) | 6.7 | |||||||||||||
| Overseas mutual funds |
1.8 | 0.7 | (0.2 | ) | (0.3 | ) | 2.0 | |||||||||||||
| Others |
8.6 | 2.5 | (1.1 | ) | (1.1 | ) | 8.9 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
¥ | 153.6 | ¥ | 70.9 | ¥ | (68.9 | ) | ¥ | (11.8 | ) | ¥ | 143.8 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Wealth Management client assets decreased from March 31, 2024 to March 31, 2025. The balances of our clients’ equity and equity-related products decreased from March 31, 2024 to ¥92.2 trillion as of March 31, 2025, mainly due to market depreciation during the year. The balances of our clients’ investment trusts decreased by ¥0.4 trillion from ¥22.4 trillion as of March 31, 2024 to ¥22.0 trillion as of March 31, 2025.
Wealth Management client assets increased from March 31, 2023 to March 31, 2024. The balances of our clients’ equity and equity-related products increased ¥24.5 trillion from March 31, 2023 to ¥102.5 trillion as of March 31, 2024, mainly due to increase of inflows during the year. The balances of our clients’ investment trusts increased by ¥4.2 trillion from ¥18.2 trillion as of March 31, 2023 to ¥22.4 trillion as of March 31, 2024.
Investment Management
Operating Results of Investment Management
| Millions of yen | ||||||||||||||||||||
| Year ended March 31 | ||||||||||||||||||||
| 2023 | 2024 | % Change from previous year |
2025 | % Change from previous year |
||||||||||||||||
| Non-interest revenue |
¥ | 120,096 | ¥ | 149,575 | 24.5 | % | ¥ | 181,010 | 21.0 | % | ||||||||||
| Net interest revenue |
8,463 | 4,568 | (46.0 | ) | 11,463 | 150.9 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Net revenue |
128,559 | 154,143 | 19.9 | 192,473 | 24.9 | |||||||||||||||
| Non-interest expenses |
85,064 | 93,945 | 10.4 | 102,882 | 9.5 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Income before income taxes |
¥ | 43,495 | ¥ | 60,198 | 38.4 | % | ¥ | 89,591 | 48.8 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net revenue increased from the year ended March 31, 2024 to the year ended March 31, 2025, primarily due to an increase in gains recognized in respect of our investment in American Century Investments and an increase in management fee revenue in the asset management businesses.
Net revenue increased from the year ended March 31, 2023 to the year ended March 31, 2024, primarily due to an increase in gains recognized in respect of our investment in American Century Investments and an increase in management fee revenue in the asset management businesses.
Non-interest expenses increased from the year ended March 31, 2024 to the year ended March 31, 2025, primarily due to an increase in personnel expenses driven by increases in bonuses.
Non-interest expenses increased from the year ended March 31, 2023 to the year ended March 31, 2024, primarily due to an increase in personnel expenses driven by increases in bonuses.
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The breakdown of net revenue for Investment Management is as follows.
| Millions of yen | ||||||||||||||||||||
| Year ended March 31 | ||||||||||||||||||||
| 2023 | 2024 | % Change from previous year |
2025 | % Change from previous year |
||||||||||||||||
| Business revenue(1) |
¥ | 120,664 | ¥ | 137,249 | 13.7 | % | ¥ | 163,688 | 19.3 | % | ||||||||||
| Investment gain/ loss(2) |
7,895 | 16,894 | 114.0 | 28,785 | 70.4 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Net revenue |
¥ | 128,559 | ¥ | 154,143 | 19.9 | % | ¥ | 192,473 | 24.9 | % | ||||||||||
| (1) | Consists of divisional revenue, other than investment gain/loss, including revenue generated by our asset management business (excluding gains and losses related to our investment in American Century Investments), revenues generated by Nomura Babcock & Brown Co., Ltd.’s aircraft leasing-related businesses and management fee revenues generated from our private equity and other investment businesses |
| (2) | Consists of divisional revenue attributable to investments (including fair value fluctuations, funding cost and dividends), including gains and losses related to our investment in American Century Investments, our investments held in our private equity and other investment businesses. |
The following table presents assets under management of each principal Nomura entity within our Investment Management Division as of March 31, 2024 and 2025.
| Billions of yen | ||||||||||||||||||||
| Year ended March 31, 2024 | ||||||||||||||||||||
| Balance at beginning of year |
Gross inflows | Gross outflows | Market appreciation / (depreciation) |
Balance at end of year |
||||||||||||||||
| Nomura Asset Management Co., Ltd . |
¥ | 69,092 | ¥ | 31,019 | ¥ | (28,614 | ) | ¥ | 19,514 | ¥ | 91,011 | |||||||||
| Nomura Corporate Research and Asset Management Inc. etc |
3,868 | 1,799 | (1,098 | ) | 1,019 | 5,588 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Combined total |
72,960 | 32,818 | (29,712 | ) | 20,533 | 96,599 | ||||||||||||||
| Shared across group companies |
(5,688 | ) | (2,061 | ) | 1,680 | (1,529 | ) | (7,598 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
¥ | 67,272 | ¥ | 30,757 | ¥ | (28,032 | ) | ¥ | 19,004 | ¥ | 89,001 | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Billions of yen | ||||||||||||||||||||||||
| Year ended March 31, 2025 | ||||||||||||||||||||||||
| Balance at beginning of year |
Adjustment in beginning balance |
Gross inflows | Gross outflows | Market appreciation / (depreciation) |
Balance at end of year |
|||||||||||||||||||
| Nomura Asset Management Co., Ltd . |
¥ | 91,011 | ¥ | (2,837 | ) | ¥ | 34,509 | ¥ | (33,369 | ) | ¥ | (1,264 | ) | ¥ | 88,050 | |||||||||
| Nomura Corporate Research and Asset Management Inc. etc |
5,588 | 0 | 1,091 | (1,382 | ) | 249 | 5,546 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Combined total |
96,599 | (2,837 | ) | 35,600 | (34,751 | ) | (1,015 | ) | 93,596 | |||||||||||||||
| Shared across group companies |
(7,598 | ) | 2,837 | (952 | ) | 1,552 | (97 | ) | (4,258 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
¥ | 89,001 | ¥ | 0 | ¥ | 34,648 | ¥ | (33,199 | ) | ¥ | (1,112 | ) | ¥ | 89,338 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Notes: Combined total of Nomura Asset Management Co., Ltd. and Shared across group companies assets decreased similarly due to the reorganization in the Americas made on April 1, 2024.
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Assets under management was largely unchanged the year ended March 31, 2024 to the year ended March 31, 2025.
Assets under management increased primary due to market factors and net inflows into a wide range of products during the year ended March 31, 2024.
The following table presents Nomura Asset Management Co., Ltd.’s market share, in terms of net asset value, of the Japanese publicly offered investment trusts market as of March 31, 2023, 2024 and 2025.
| March 31 | ||||||||||||
| 2023 | 2024 | 2025 | ||||||||||
| Total of publicly offered investment trusts |
27 | % | 26 | % | 25 | % | ||||||
| Equity investment trusts |
25 | % | 25 | % | 24 | % | ||||||
| Debt investment trusts |
44 | % | 44 | % | 44 | % | ||||||
(Source) Nomura’s own calculation based on data published by the Investment Trusts Association, Japan.
Investment trust assets included in assets under management by Nomura Asset Management Co., Ltd. were ¥62.1 trillion as of March 31, 2025, a ¥0.8 trillion, 1% decreased from March 31, 2024. This decrease was due to net inflows of ¥1.6 trillion and market depreciation of ¥2.4 trillion. Despite the market depreciation, the balances of certain investment trusts, including TOPIX Banks Exchange Traded Fund and Nomu Wrap Fund increased.
Investment trust assets included in assets under management by Nomura Asset Management Co., Ltd. were ¥62.9 trillion as of March 31, 2024, a ¥15.0 trillion, 31% increased from March 31, 2023. This increase was due to net inflows of ¥1.5 trillion and market appreciation of ¥13.4 trillion. The balances of certain investment trusts, including TOPIX Exchange Traded Fund and NIKKEI 225 Exchange Traded Fund increased.
Wholesale
Operating Results of Wholesale
The operating results of our Wholesale Division comprise the combined results of our Global Markets and Investment Banking businesses. Our Global Markets business comprises our Fixed Income and Equities businesses.
| Millions of yen | ||||||||||||||||||||
| Year ended March 31 | ||||||||||||||||||||
| 2023 | 2024 | % Change from previous year |
2025 | % Change from previous year |
||||||||||||||||
| Non-interest revenue |
¥ | 809,681 | ¥ | 875,664 | 8.1 | % | ¥ | 1,015,803 | 16.0 | % | ||||||||||
| Net interest revenue |
(37,301 | ) | (9,517 | ) | — | 42,135 | — | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Net revenue |
772,380 | 866,147 | 12.1 | 1,057,938 | 22.1 | |||||||||||||||
| Non-interest expenses |
743,011 | 812,236 | 9.3 | 891,656 | 9.8 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Income before income taxes |
¥ | 29,369 | ¥ | 53,911 | 83.6 | % | ¥ | 166,282 | 208.4 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net revenue increased from the year ended March 31, 2024 to the year ended March 31, 2025. Fixed Income revenues in Global Markets increased due to a strong performance in spread products. Equities revenues in Global Markets increased primarily due to increase in equity products and execution service. Investment Banking revenues increased primarily due to strong performance in Japan and overseas during the year ended March 31, 2025.
Net revenue increased from the year ended March 31, 2023 to the year ended March 31, 2024. Fixed Income revenues in Global Markets increased due to a strong performance in spread products. Equities revenues in
71
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Global Markets increased primarily due to increase in equity products in all regions and strong performance in execution service in Japan due to appreciation of market. Investment Banking revenues increased primarily due to strong performance in Japan during the year ended March 31, 2024.
Non-interest expenses increased from the year ended March 31, 2024 to the year ended March 31, 2025, primarily due to the impact of a weaker yen on the translation of non-yen denominated overseas expenses, and increase in compensation expenses compared to previous year.
Non-interest expenses increased from the year ended March 31, 2023 to the year ended March 31, 2024, primarily due to the impact of a weaker yen on the translation of non-yen denominated overseas expenses, and increase in compensation expenses due to increase in stock compensation from appreciation of stock price compared to previous year.
The following table presents a breakdown of net revenue for Wholesale for the year ended March 31, 2023, 2024 and 2025.
| Millions of yen | ||||||||||||||||||||
| Year ended March 31 | ||||||||||||||||||||
| 2023 | 2024 | % Change from previous year |
2025 | % Change from previous year |
||||||||||||||||
| Wholesale net revenue: |
||||||||||||||||||||
| Global Markets net revenue |
¥ | 656,298 | ¥ | 707,113 | 7.7 | % | ¥ | 874,622 | 23.7 | % | ||||||||||
| Investment Banking net revenue |
116,082 | 159,034 | 37.0 | 183,316 | 15.3 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Net revenue |
¥ | 772,380 | ¥ | 866,147 | 12.1 | % | ¥ | 1,057,938 | 22.1 | % | ||||||||||
|
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|
|
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|||||||||||
Global Markets
We have a proven track record in sales and trading of debt securities, equity securities, and foreign exchange, as well as derivative products referencing these financial instruments to domestic and overseas institutional investors. In response to the increasingly diverse and complex needs of our clients, we continue to enhance our trading and product origination capabilities to offer superior products not only to domestic and overseas institutional investors, but also to our Wealth Management and Investment Management Divisions. This cross-divisional approach also extends to Investment Banking, where close collaboration leads to high value-adding solutions for our clients. These ties enable us to identify the types of products of interest for investors and develop and deliver products that meet their needs. We continue to develop extensive ties with institutional investors in Japan and international markets, as well as wealthy investors, public-sector agencies, and regional financial institutions in Japan, and government agencies, financial institutions, and corporations around the world.
Net revenue increased from the year ended March 31, 2024 to the year ended March 31, 2025. In our Fixed Income businesses, Net revenue increased from ¥420,268 million for the year ended March 31, 2024 to ¥499,203 million for the year ended March 31, 2025 primarily due to a strong performance in spread products compared to the previous fiscal year. In our Equities business, Net revenue increased from ¥286,845 million for the year ended March 31, 2024 to ¥375,419 million for the year ended March 31, 2025, primarily due to strong performance in equity products and execution service compared to the previous fiscal year.
Net revenue increased from the year ended March 31, 2023 to the year ended March 31, 2024. In our Fixed Income businesses, Net revenue increased from ¥402,435 million for the year ended March 31, 2023 to ¥420,268 million for the year ended March 31, 2024 primarily due to a strong performance in spread products compared to the previous fiscal year. In our Equities business, Net revenue increased from ¥253,863 million for the year ended March 31, 2023 to ¥286,845 million for the year ended March 31, 2024, primarily due to strong performance in equity products in all regions compared to the previous fiscal year.
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Investment Banking
We provide a broad range of investment banking services, such as underwriting and advisory activities. We underwrite offerings of debt, equity and other financial instruments in major financial markets, such as Asia, Europe and the U.S. We have been enhancing our M&A and financial advisory expertise to secure more high-profile deals both across and within regions. We develop and forge solid relationships with clients on a long-term basis by providing extensive resources in a seamless fashion to facilitate bespoke solutions.
Net revenue increased from the year ended March 31, 2024 to the year ended March 31, 2025, primarily due to increases in underwriting and sales commission and M&A advisory fee during the year.
Net revenue increased from the year ended March 31, 2023 to the year ended March 31, 2024, primarily due to increases in underwriting and sales commission during the year.
Other Operating Results
Other operating results include net gain (loss) related to economic hedging transactions, a part of realized gain (loss) on investments in equity securities held for operating purposes, equity in earnings of affiliates, corporate items, and other financial adjustments. See Note 21 “Segment and geographic information” in our consolidated financial statements included within this annual report.
Income before income taxes in Other operating results were ¥73,385 million for the year ended March 31, 2023, ¥47,403 million for the year ended March 31, 2024 and ¥46,889 million for the year ended March 31, 2025, which was largely unchanged from the year ended March 31, 2024 to the year ended March 31, 2025.
Other operating results for the year ended March 31, 2025 include the positive impact of our own creditworthiness on derivative liabilities which resulted in gains of ¥1,443 million and gains from changes in counterparty credit spreads on derivative assets of ¥828 million.
Other operating results for the year ended March 31, 2024 include the negative impact of our own creditworthiness on derivative liabilities which resulted in losses of ¥12,068 million and gains from changes in counterparty credit spreads on derivative assets of ¥7,248 million.
Other operating results for the year ended March 31, 2023 include the negative impact of our own creditworthiness on derivative liabilities which resulted in losses of ¥5,385 million and gains from changes in counterparty credit spreads on derivative assets of ¥4,671 million.
Summary of Regional Contribution
For a summary of our net revenue, income (loss) before income taxes and long-lived assets by geographic region, see Note 21 “Segment and geographic information” in our consolidated financial statements included in this annual report.
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Table of Contents
Selected Financial Data
The following table presents selected financial information as of and for the years ended March 31, 2021, 2022, 2023, 2024 and 2025 which is derived from our consolidated financial statements.
| Millions of yen, except per share data and percentages | ||||||||||||||||||||
| Year ended March 31 | ||||||||||||||||||||
| 2021 | 2022 | 2023 | 2024 | 2025 | ||||||||||||||||
| Statement of income data: |
||||||||||||||||||||
| Revenue |
¥ | 1,617,235 | ¥ | 1,593,999 | ¥ | 2,486,726 | ¥ | 4,157,294 | ¥ | 4,736,743 | ||||||||||
| Interest expense |
215,363 | 230,109 | 1,151,149 | 2,595,294 | 2,844,258 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Net revenue |
1,401,872 | 1,363,890 | 1,335,577 | 1,562,000 | 1,892,485 | |||||||||||||||
| Non-interest expenses |
1,171,201 | 1,137,267 | 1,186,103 | 1,288,150 | 1,420,521 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Income before income taxes |
230,671 | 226,623 | 149,474 | 273,850 | 471,964 | |||||||||||||||
| Income tax expense |
70,274 | 80,090 | 57,798 | 96,630 | 124,709 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Net income |
¥ | 160,397 | ¥ | 146,533 | ¥ | 91,676 | ¥ | 177,220 | ¥ | 347,255 | ||||||||||
| Less: Net income (loss) attributable to noncontrolling interests |
7,281 | 3,537 | (1,110 | ) | 11,357 | 6,519 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Net income attributable to NHI shareholders |
¥ | 153,116 | ¥ | 142,996 | ¥ | 92,786 | ¥ | 165,863 | ¥ | 340,736 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance sheet data (period end): |
||||||||||||||||||||
| Total assets |
¥ | 42,516,480 | ¥ | 43,412,156 | ¥ | 47,771,802 | ¥ | 55,147,203 | ¥ | 56,802,170 | ||||||||||
| Total NHI shareholders’ equity |
2,694,938 | 2,914,605 | 3,148,567 | 3,350,189 | 3,470,879 | |||||||||||||||
| Total equity |
2,756,451 | 2,972,803 | 3,224,142 | 3,448,513 | 3,580,999 | |||||||||||||||
| Common stock |
594,493 | 594,493 | 594,493 | 594,493 | 594,493 | |||||||||||||||
| Per share data: |
||||||||||||||||||||
| Net income attributable to NHI shareholders—basic |
¥ | 50.11 | ¥ | 46.68 | ¥ | 30.86 | ¥ | 54.97 | ¥ | 115.30 | ||||||||||
| Net income attributable to NHI shareholders—diluted |
48.63 | 45.23 | 29.74 | 52.69 | 111.03 | |||||||||||||||
| Total NHI shareholders’ equity(1) |
879.79 | 965.80 | 1,048.24 | 1,127.72 | 1,174.10 | |||||||||||||||
| Cash dividends(1) |
35.00 | 22.00 | 17.00 | 23.00 | 57.00 | |||||||||||||||
| Cash dividends in USD(2) |
$ | 0.32 | $ | 0.18 | $ | 0.13 | $ | 0.15 | $ | 0.38 | ||||||||||
| Weighted average number of shares outstanding (in thousands)(3) |
3,055,526 | 3,063,524 | 3,006,744 | 3,017,128 | 2,955,205 | |||||||||||||||
| Return on equity(4): |
5.7 | % | 5.1 | % | 3.1 | % | 5.1 | % | 10.0 | % | ||||||||||
| (1) | Calculated using the number of shares outstanding at year end. |
| (2) | Calculated using the Japanese Yen - U.S. Dollar exchange rate as of the respective fiscal year end date, the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York. |
| (3) | The number shown is used to calculate basic earnings per share. |
| (4) | Calculated as net income attributable to NHI shareholders divided by total NHI shareholders’ equity. |
Regulatory Capital Requirements
Many of our business activities are subject to statutory capital requirements, including those of Japan, the U.S., the U.K. and certain other countries in which we operate. For further discussion on statutory capital requirements, see Note 18 “Regulatory requirements” in our consolidated financial statements included in this annual report.
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Translation Exposure
A significant portion of our business is conducted in currencies other than Japanese Yen—most significantly, U.S. Dollars, British pounds and Euros. We prepare financial statements of each of our consolidated subsidiaries in its functional currency, which is the currency of the primary economic environment in which the entity operates. Translation exposure is the risk arising from the effect of fluctuations in exchange rates on the net assets of our foreign subsidiaries. Translation exposure is not recognized in our consolidated statements of income unless and until we dispose of, or liquidate, the relevant foreign subsidiary.
Assets and Liabilities Associated with Investment and Financial Services Business
Exposure to Certain Financial Instruments and Counterparties
Market conditions continue to impact numerous products to which we have certain exposures. We also have exposures to Special Purpose Entities (“SPEs”) and others in the normal course of business.
Leveraged Finance
We provide loans to clients in connection with leveraged buy-outs and leveraged buy-ins. As this type of financing is usually initially provided through a commitment, we have both funded and unfunded exposures on these transactions.
The following table presents our exposure to leveraged finance transactions, separately showing funded and unfunded commitments by geographic location of the target company as of March 31, 2025.
| Millions of yen | ||||||||||||
| March 31, 2025 | ||||||||||||
| Funded | Unfunded | Total | ||||||||||
| Europe |
¥ | 27,512 | ¥ | 134,266 | ¥ | 161,778 | ||||||
| Americas |
17,687 | 210,526 | 228,213 | |||||||||
| Asia and Oceania |
450 | 28,665 | 29,115 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total |
¥ | 45,649 | ¥ | 373,457 | ¥ | 419,106 | ||||||
|
|
|
|
|
|
|
|||||||
Special Purpose Entities (“SPEs”)
Our involvement with these entities includes structuring, underwriting, distributing and selling debt instruments and beneficial interests issued by these entities, subject to prevailing market conditions. In connection with our securitization and equity derivative activities, we also act as a transferor of financial assets to these entities, as well as, underwriter, distributor and seller of asset-repackaged financial instruments issued by these entities. We retain, purchase and sell variable interests in SPEs in connection with our market-making, investing and structuring activities. Our other types of involvement with SPEs include guarantee agreements and derivative contracts.
For further discussion on Nomura’s involvement with variable interest entities, see Note 7 “Securitizations and Variable Interest Entities” in our consolidated financial statements included in this annual report.
Accounting Developments
See Note 1 “Summary of accounting policies: New accounting pronouncements adopted during the current year” in our consolidated financial statements included in this annual report.
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Deferred Tax Assets
Details of deferred tax assets and liabilities
The following table presents details of deferred tax assets and liabilities reported within Other assets—Other and Other liabilities, respectively, in the consolidated balance sheets as of March 31, 2025.
| Millions of yen | ||||
| March 31, 2025 | ||||
| Deferred tax assets |
||||
| Depreciation, amortization and valuation of fixed assets |
¥ | 38,105 | ||
| Investments in subsidiaries and affiliates |
310 | |||
| Valuation of financial instruments |
123,754 | |||
| Accrued pension and severance costs |
6,571 | |||
| Other accrued expenses and provisions |
86,813 | |||
| Operating losses |
462,392 | |||
| Lease liabilities |
45,937 | |||
| Other |
19,994 | |||
|
|
|
|||
| Gross deferred tax assets |
783,876 | |||
| Less—Valuation allowances |
(571,017 | ) | ||
|
|
|
|||
| Total deferred tax assets |
212,859 | |||
|
|
|
|||
| Deferred tax liabilities |
||||
| Investments in subsidiaries and affiliates |
120,341 | |||
| Valuation of financial instruments |
107,997 | |||
| Undistributed earnings of foreign subsidiaries |
3,014 | |||
| Valuation of fixed assets |
22,930 | |||
| Right-of-use assets |
41,413 | |||
| Other |
5,760 | |||
|
|
|
|||
| Total deferred tax liabilities |
301,455 | |||
|
|
|
|||
| Net deferred tax assets (liabilities) |
¥ | (88,596 | ) | |
|
|
|
|||
Calculation method of deferred tax assets
In accordance with U.S. GAAP, we recognize deferred tax assets to the extent we believe that it is more likely than not that a benefit will be realized. A valuation allowance is provided for tax benefits available to us, which are not deemed more likely than not to be realized.
B. Liquidity and Capital Resources.
Funding and Liquidity Management
Overview
We define liquidity risk as the risk of loss arising from difficulty in securing the necessary funding or from a significantly higher cost of funding than normal levels due to deterioration of the Nomura Group’s creditworthiness or deterioration in market conditions. This risk could arise from Nomura-specific or market-wide events such as inability to access the secured or unsecured debt markets, a deterioration in our credit ratings, a failure to manage unplanned changes in funding requirements, a failure to liquidate assets quickly and with minimal loss in value, or changes in regulatory capital restrictions which may prevent the free flow of funds between different group entities. Our global liquidity risk management policy is based on liquidity risk appetite formulated by the Executive Management Board (“EMB”). Nomura’s liquidity risk management, under market-
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wide stress and in addition, under Nomura-specific stress, seeks to ensure enough continuous liquidity to meet all funding requirements and unsecured debt obligations across one year and 30-day periods, respectively, without raising funds through unsecured funding or through the liquidation of assets. We are required to meet regulatory notice on the Liquidity Coverage Ratio (“LCR”) and the Net Stable Funding Ratio (“NSFR”) issued by the Financial Services Agency (“FSA”).
We have in place a number of liquidity risk management frameworks that enable us to achieve our primary liquidity objective. These frameworks include (1) Centralized Control of Residual Cash and Maintenance of Liquidity Portfolio; (2) Utilization of Unencumbered Assets as Part of Our Liquidity Portfolio; (3) Appropriate Funding and Diversification of Funding Sources and Maturities Commensurate with the Composition of Assets; (4) Management of Credit Lines to Nomura Group Entities; (5) Implementation of Liquidity Stress Tests; and (6) Contingency Funding Plan.
Our EMB has the authority to make decisions concerning group liquidity management. The Chief Financial Officer (“CFO”) has the operational authority and responsibility over our liquidity management based on decisions made by the EMB.
1. Centralized Control of Residual Cash and Maintenance of Liquidity Portfolio.
We centrally control residual cash held at Nomura Group entities for effective liquidity utilization purposes. As for the usage of funds, the CFO decides the maximum amount of available funds, provided without posting any collateral, for allocation within Nomura and the EMB allocates the funds to each business division. Global Treasury monitors usage by businesses and reports to the EMB.
In order to enable us to transfer funds smoothly between group entities, we limit the issuance of securities by regulated broker-dealers or banking entities within the Nomura Group and seek to raise unsecured funding primarily through the Company or through unregulated subsidiaries. The primary benefits of this strategy include cost minimization, wider investor name recognition and greater flexibility in providing funding to various subsidiaries across the Nomura Group.
To meet any potential liquidity requirement, we maintain a liquidity portfolio, managed by Global Treasury apart from other assets, in the form of cash and highly liquid, unencumbered securities that may be sold or pledged to provide liquidity. As of March 31, 2025, our liquidity portfolio was ¥10,156.7 billion which sufficiently met liquidity requirements under the stress scenarios.
The following table presents a breakdown of our liquidity portfolio by type of financial assets as of March 31, 2024 and 2025 and averages maintained for the years ended March 31, 2024 and 2025. Yearly averages are calculated using month-end amounts.
| Billions of yen | ||||||||||||||||
| Average for year ended March 31, 2024 |
March 31, 2024 | Average for year ended March 31, 2025 |
March 31, 2025 | |||||||||||||
| Cash, cash equivalents and time deposits(1) |
¥ | 3,741.8 | ¥ | 3,629.9 | ¥ | 4,395.5 | ¥ | 4,196.3 | ||||||||
| Government debt securities |
4,029.4 | 4,348.6 | 4,765.2 | 5,475.4 | ||||||||||||
| Others(2) |
423.4 | 439.5 | 501.3 | 485.0 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total liquidity portfolio |
¥ | 8,194.6 | ¥ | 8,418.0 | ¥ | 9,662.0 | ¥ | 10,156.7 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (1) | Cash, cash equivalents, and time deposits include nostro balances and deposits with both central banks and market counterparties that are readily available to support the liquidity position of Nomura. |
| (2) | Others include other liquid financial assets such as money market funds and U.S. agency securities. |
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The following table presents a breakdown of our liquidity portfolio by currency as of March 31, 2024 and 2025 and averages maintained for the years ended March 31, 2024 and 2025. Yearly averages are calculated using month-end amounts.
| Billions of yen | ||||||||||||||||
| Average for year ended March 31, 2024 |
March 31, 2024 | Average for year ended March 31, 2025 |
March 31, 2025 | |||||||||||||
| Japanese Yen |
¥ | 1,964.8 | ¥ | 1,702.3 | ¥ | 2,522.7 | ¥ | 2,868.2 | ||||||||
| U.S. Dollar |
4,341.1 | 4,601.7 | 4,912.4 | 4,840.2 | ||||||||||||
| Euro |
933.2 | 1,023.5 | 1,101.3 | 1,234.6 | ||||||||||||
| British Pound |
549.4 | 659.8 | 667.1 | 662.5 | ||||||||||||
| Others(1) |
406.1 | 430.7 | 458.4 | 551.2 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total liquidity portfolio |
¥ | 8,194.6 | ¥ | 8,418.0 | ¥ | 9,662.0 | ¥ | 10,156.7 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (1) | Includes other currencies such as the Australian Dollar, the Canadian Dollar and the Swiss Franc. |
We assess our liquidity portfolio requirements globally as well as by each major operating entity in the Nomura Group. We primarily maintain our liquidity portfolio at Nomura Holdings, Inc. (“NHI”) and Nomura Securities Co. Ltd. (“NSC”), our other major broker-dealer subsidiaries, our bank subsidiaries, and other group entities. In determining the amounts and entities which hold this liquidity portfolio, we consider legal, regulatory and tax restrictions which may impact our ability to freely transfer liquidity across different entities in the Nomura Group. For more information regarding regulatory restrictions, see Note 18 “Regulatory requirements” in our consolidated financial statements included within this annual report.
The following table presents a breakdown of our liquidity portfolio by entity as of March 31, 2024 and 2025.
| Billions of yen | ||||||||
| March 31, 2024 | March 31, 2025 | |||||||
| NHI and NSC(1) |
¥ | 1,495.2 | ¥ | 2,439.4 | ||||
| Major broker-dealer subsidiaries |
3,592.5 | 4,219.8 | ||||||
| Bank subsidiaries(2) |
1,319.9 | 1,784.4 | ||||||
| Other affiliates |
2,010.4 | 1,713.1 | ||||||
|
|
|
|
|
|||||
| Total liquidity portfolio |
¥ | 8,418.0 | ¥ | 10,156.7 | ||||
|
|
|
|
|
|||||
| (1) | NSC, a broker-dealer located in Japan, holds an account with the Bank of Japan (“BOJ”) and has direct access to the BOJ Lombard facility through which same day funding is available for our securities pool. Any liquidity surplus at NHI is lent to NSC via short-term intercompany loans, which can be unwound immediately when needed. |
| (2) | Includes Nomura Bank International plc (“NBI”), Nomura Singapore Limited and Nomura Bank Luxembourg S.A. |
2. Utilization of Unencumbered Assets as Part of Our Liquidity Portfolio.
In addition to our liquidity portfolio, we had ¥2,432.2 billion of other unencumbered assets comprising mainly of unpledged trading assets that can be used as an additional source of secured funding. Global Treasury monitors other unencumbered assets and can, under a liquidity stress event when the contingency funding plan has been invoked, monetize and utilize the cash generated as a result. The aggregate of our liquidity portfolio and other unencumbered assets as of March 31, 2025 was ¥12,588.9 billion, which represented 262.1% of our total unsecured debt maturing within one year.
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| Billions of yen | ||||||||
| March 31, 2024 | March 31, 2025 | |||||||
| Net liquidity value of other unencumbered assets |
¥ | 3,175.6 | ¥ | 2,432.2 | ||||
| Liquidity portfolio |
8,418.0 | 10,156.7 | ||||||
|
|
|
|
|
|||||
| Total |
¥ | 11,593.6 | ¥ | 12,588.9 | ||||
|
|
|
|
|
|||||
3. Appropriate Funding and Diversification of Funding Sources and Maturities Commensurate with the Composition of Assets
We seek to maintain a surplus of long-term debt and equity above the cash capital requirements of our assets. We also seek to achieve diversification of our funding by market, instrument type, investors, currency, and staggered maturities in order to reduce unsecured refinancing risk.
We diversify funding by issuing various types of debt instruments—these include both structured loans and structured notes with returns linked to interest rates, currencies, equities, commodities, or related indices. We issue structured loans and structured notes in order to increase the diversity of our debt instruments. We typically hedge the returns we are obliged to pay with derivatives and/or the underlying assets to obtain funding equivalent to our unsecured long-term debt. The proportion of our non-Japanese Yen denominated long-term debt increased to 62.4% of total long-term debt outstanding as of March 31, 2025 from 59.4% as of March 31, 2024.
(1) Short-Term Unsecured Debt
Our short-term unsecured debt consists of short-term bank borrowings (including long-term bank borrowings maturing within one year), other loans, commercial paper, deposit at banking entities, certificates of deposit and debt securities maturing within one year. Deposits at banking entities and certificates of deposit comprise customer deposits and certificates of deposit of our banking subsidiaries. Short-term unsecured debt includes the current portion of long-term unsecured debt.
The following table presents an analysis of our short-term unsecured debt by type of financial liability as of March 31, 2024 and 2025.
| Billions of yen | ||||||||
| March 31, 2024 | March 31, 2025 | |||||||
| Short-term bank borrowings |
¥ | 177.5 | ¥ | 369.2 | ||||
| Other loans |
356.0 | 304.4 | ||||||
| Commercial paper |
224.8 | 113.8 | ||||||
| Deposits at banking entities |
1,880.9 | 2,371.4 | ||||||
| Certificates of deposit |
232.4 | 262.8 | ||||||
| Debt securities maturing within one year |
1,089.8 | 1,380.7 | ||||||
|
|
|
|
|
|||||
| Total short-term unsecured debt |
¥ | 3,961.4 | ¥ | 4,802.3 | ||||
|
|
|
|
|
|||||
(2) Long-Term Unsecured Debt
We meet our long-term capital requirements and also achieve both cost-effective funding and an appropriate maturity profile by routinely funding through long-term debt and diversifying across various maturities and currencies.
Our long-term unsecured debt includes senior and subordinated debt issued through U.S. registered shelf offerings and our U.S. registered medium-term note programs, our Euro medium-term note programs, registered shelf offerings in Japan and various other debt programs.
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As a globally competitive financial services group in Japan, we have access to multiple global markets and major funding centers. The Company, NSC, Nomura Europe Finance N.V., NBI, Nomura International Funding Pte. Ltd. and Nomura Global Finance Co., LTD. are the main group entities that borrow externally, issue debt instruments and engage in other funding activities. By raising funds to match the currencies and liquidities of our assets or by using foreign exchange swaps as necessary, we pursue optimization of our funding structures.
We use a wide range of products and currencies to ensure that our funding is efficient and well diversified across markets and investor types. Our unsecured senior debt is mostly issued without financial covenants, such as covenants related to adverse changes in our credit ratings, cash flows, results of operations or financial ratios, which could trigger an increase in our cost of financing or accelerate repayment of the debt.
The following table presents an analysis of our long-term unsecured debt by type of financial liability as of March 31, 2024 and 2025.
| Billions of yen | ||||||||
| March 31, 2024 | March 31, 2025 | |||||||
| Long-term deposits at banking entities |
¥ | 243.0 | ¥ | 471.4 | ||||
| Long-term bank borrowings |
3,408.4 | 3,272.8 | ||||||
| Other loans |
292.3 | 306.0 | ||||||
| Debt securities(1) |
6,311.2 | 6,757.2 | ||||||
|
|
|
|
|
|||||
| Total long-term unsecured debt |
¥ | 10,254.9 | ¥ | 10,807.4 | ||||
|
|
|
|
|
|||||
| (1) | Excludes long-term debt securities issued by consolidated special purpose entities and similar entities that meet the definition of variable interest entities under Accounting Standard Codification (“ASC”) 810 “Consolidation” and secured financing transactions recognized within Long-term borrowings as a result of transfers of financial assets that are accounted for as financings rather than sales in accordance with ASC 860 “Transfers and Servicing.” |
(3) Maturity Profile
We also seek to maintain an average maturity for our plain vanilla debt securities and borrowings greater than or equal to three years. The average maturity for our plain vanilla debt securities and borrowings with maturities longer than one year was 4.1 years as of March 31, 2025. A significant amount of our structured loans and structured notes are linked to interest rates, currencies, equities, commodities, or related indices. These maturities are evaluated based on internal models and monitored by Global Treasury. Where there is a possibility that these may be called prior to their scheduled maturity date, maturities are based on our internal stress option adjusted model. The model values the embedded optionality under stress market conditions in order to determine when the debt securities or borrowing is likely to be called. The graph below shows the distribution of maturities of our outstanding long-term debt securities and borrowings by the model.
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On this basis, the average maturity of our structured loans and structured notes with maturities longer than one year was 9.0 years as of March 31, 2025. The average maturity of our entire long-term debt with maturities longer than one year including plain vanilla debt securities and borrowings, was 6.6 years as of March 31, 2025.
(4) Secured Funding
We typically fund our trading activities through secured borrowings, repurchase agreements and Japanese “Gensaki Repo” transactions. We believe such funding activities in the secured markets are more cost-efficient and less credit-rating sensitive than financing in the unsecured market. Our secured funding capabilities depend on the quality of the underlying collateral and market conditions. While we have shorter term secured financing for highly liquid assets, we seek longer terms for less liquid assets. We also seek to lower the refinancing risks of secured funding by transacting with a diverse group of global counterparties and delivering various types of securities collateral. In addition, we reserve an appropriate level of liquidity portfolio for the refinancing risks of secured funding maturing in the short term for less liquid assets. For more detail of secured borrowings and repurchase agreements, see Note 5 “Collateralized transactions” in our consolidated financial statements.
4. Management of Credit Lines to Nomura Group Entities
We maintain and expand credit lines to Nomura Group entities from other financial institutions to secure stable funding. We ensure that the maturity dates of borrowing agreements are distributed evenly throughout the year in order to prevent excessive maturities in any given period.
5. Implementation of Liquidity Stress Tests
We maintain our liquidity portfolio and monitor the sufficiency of our liquidity based on an internal model which simulates changes in cash outflow under specified stress scenarios to comply with our above mentioned liquidity management policy.
We assess the liquidity requirements of the Nomura Group under various stress scenarios with differing levels of severity over multiple time horizons. We evaluate these requirements under Nomura-specific and broad market-wide events, including potential credit rating downgrades at the Company and subsidiary levels. We call this risk analysis our Maximum Cumulative Outflow (“MCO”) framework.
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The MCO framework is designed to incorporate the primary liquidity risks for Nomura and models the relevant future cash flows in the following two primary scenarios:
| • | Stressed scenario—To maintain adequate liquidity during a severe market-wide liquidity event without raising funds through unsecured financing or through the liquidation of assets for a year; and |
| • | Acute stress scenario—To maintain adequate liquidity during a severe market-wide liquidity event coupled with credit concerns regarding Nomura’s liquidity position, without raising funds through unsecured funding or through the liquidation of assets for 30 days. |
We assume that Nomura will not be able to liquidate assets or adjust its business model during the time horizons used in each of these scenarios. The MCO framework therefore defines the amount of liquidity required to be held in order to meet our expected liquidity needs in a stress event to a level we believe appropriate based on our liquidity risk appetite.
As of March 31, 2025, our liquidity portfolio exceeded net cash outflows under the stress scenarios described above.
We constantly evaluate and modify our liquidity risk assumptions based on regulatory and market changes. The model we use in order to simulate the impact of stress scenarios includes the following assumptions:
| • | No liquidation of assets; |
| • | No ability to issue additional unsecured funding; |
| • | Upcoming maturities of unsecured debt (maturities less than one year); |
| • | Potential buybacks of our outstanding debt; |
| • | Loss of secured funding lines particularly for less liquid assets; |
| • | Fluctuation of funding needs under normal business circumstances; |
| • | Cash deposits and free collateral roll-off in a stress event; |
| • | Widening of haircuts on outstanding repo funding; |
| • | Additional collateralization requirements of clearing banks and depositories; |
| • | Drawdown on loan commitments; |
| • | Loss of liquidity from market losses; |
| • | Assuming a two-notch downgrade of our credit ratings, the aggregate fair value of assets that we would be required to post as additional collateral in connection with our derivative contracts; and |
| • | Legal and regulatory requirements that can restrict the flow of funds between entities in the Nomura Group. |
6. Contingency Funding Plan
We have developed a detailed contingency funding plan to integrate liquidity risk control into our comprehensive risk management strategy and to enhance the quantitative aspects of our liquidity risk control procedures. As a part of our Contingency Funding Plan (“CFP”), we have developed an approach for analyzing and quantifying the impact of any liquidity crisis. This allows us to estimate the likely impact of both Nomura-specific and market-wide events; and specifies the immediate action to be taken to mitigate any risk. The CFP lists details of key internal and external parties to be contacted and the processes by which information is to be disseminated. This has been developed at a legal entity level in order to capture specific cash requirements at the local level—it assumes that our parent company does not have access to cash that may be trapped at a subsidiary
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level due to regulatory, legal or tax constraints. We periodically test the effectiveness of our funding plans for different Nomura-specific and market-wide events. We also have access to central banks including, but not exclusively, the BOJ, which provide financing against various types of securities. These operations are accessed in the normal course of business and are an important tool in mitigating contingent risk from market disruptions.
Liquidity Regulatory Framework
In 2008, the Basel Committee published “Principles for Sound Liquidity Risk Management and Supervision.” To complement these principles, the Committee has further strengthened its liquidity framework by developing two minimum standards for funding liquidity. These standards have been developed to achieve two separate but complementary objectives.
The first objective is to promote short-term resilience of a financial institution’s liquidity risk profile by ensuring that it has sufficient high-quality liquid assets to survive a significant stress scenario lasting for 30 days. The Committee developed the LCR to achieve this objective.
The second objective is to promote resilience over a longer time horizon by creating additional incentives for financial institutions to fund their activities with more stable sources of funding on an ongoing basis. The NSFR has a time horizon of one year and has been developed to provide a sustainable maturity structure of assets and liabilities.
These two standards are comprised mainly of specific parameters which are internationally “harmonized” with prescribed values. Certain parameters, however, contain elements of national discretion to reflect jurisdiction-specific conditions.
In Japan, the regulatory notice on implementation of LCR, based on the international agreement issued by the Basel Committee with necessary national revisions, was published by the FSA on October 31, 2014. The notice was implemented at the end of March 2015 with phased-in minimum standards. Average of Nomura’s LCR for the three months ended March 31, 2025 was 234.1%, and Nomura was compliant with all LCR regulatory requirements. As for NSFR, the revision of the liquidity regulatory notice was published by the FSA on March 31, 2021 and was implemented from the end of September 2021. Nomura’s NSFR as of March 31, 2025 was compliant with all NSFR regulatory requirements.
Cash Flows
Nomura’s cash flows are primarily generated from operating activities undertaken in connection with our client flows and trading and from financing activities which are closely related to such activities. As a financial institution, growth in operations tends to result in cash outflows from operating activities as well as investing activities. For the year ended March 31, 2024, we recorded net cash outflows from investing activities and net cash inflows from operating activities and financing activities. For the year ended March 31, 2025, we recorded net cash outflows from operating activities and investing activities and net cash inflows from financing activities as discussed in the comparative analysis below.
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The following table presents the key information on our consolidated cash flows for the years ended March 31, 2024 and 2025.
| Billions of yen | ||||||||
| Year Ended March 31 | ||||||||
| 2024 | 2025 | |||||||
| Net cash provided by (used in) operating activities |
¥ | 132.6 | ¥ | (678.6 | ) | |||
| Net income |
177.2 | 347.3 | ||||||
| Trading assets and private equity and debt investments |
(386.5 | ) | (3,026.3 | ) | ||||
| Trading liabilities |
(411.8 | ) | 574.2 | |||||
| Securities purchased under agreements to resell, net of securities sold under agreements to repurchase |
290.8 | 1,108.8 | ||||||
| Securities borrowed, net of securities loaned |
(324.1 | ) | 526.2 | |||||
| Other net operating cash flow reconciling items |
787.0 | (208.8 | ) | |||||
| Net cash used in investing activities |
(887.9 | ) | (848.6 | ) | ||||
| Net cash outflows from time deposits |
(83.0 | ) | (107.0 | ) | ||||
| Net cash outflows from loans |
(791.7 | ) | (538.9 | ) | ||||
| Net cash inflows from other non-trading debt securities |
23.3 | (47.8 | ) | |||||
| Other net investing cash outflows |
(36.5 | ) | (154.9 | ) | ||||
| Net cash provided by financing activities |
1,012.9 | 1,679.7 | ||||||
| Net cash inflows from long-term borrowings |
962.9 | 1,020.9 | ||||||
| Net cash inflows / (outflows) from short-term borrowings |
98.0 | (26.7 | ) | |||||
| Net cash inflows from deposits received at banks |
107.5 | 785.4 | ||||||
| Other net financing cash outflows |
(155.5 | ) | (99.9 | ) | ||||
| Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents |
220.6 | (26.0 | ) | |||||
|
|
|
|
|
|||||
| Net increase in cash, cash equivalents, restricted cash and restricted cash equivalents |
478.2 | 126.4 | ||||||
| Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of the year |
3,820.9 | 4,299.0 | ||||||
|
|
|
|
|
|||||
| Cash, cash equivalents, restricted cash and restricted cash equivalents at end of the year |
¥ | 4,299.0 | ¥ | 4,425.4 | ||||
|
|
|
|
|
|||||
See the consolidated statements of cash flows in our consolidated financial statements included within this annual report for more detailed information.
For the year ended March 31, 2025, our cash, cash equivalents, restricted cash and restricted cash equivalents increased by ¥126.4 billion to ¥4,425.4 billion. Net cash of ¥1,679.7 billion was provided by financing activities due to net cash inflows of ¥1,020.9 billion from Net cash inflows from long-term borrowings. Net cash of ¥848.6 billion was used in investing activities due to net cash outflows of ¥538.9 billion from Net cash outflows from loans. As part of trading activities, while there were net cash outflows of ¥2,452.1 billion primarily due to an increase in Trading assets and private equity and debt investments, they were offset by net cash inflows of ¥1,635.0 billion from repo transactions and securities borrowed and loaned transactions such as Securities purchased under agreements to resell, net of securities sold under agreements to repurchase, and Securities borrowed, net of Securities loaned. As a result, net cash of ¥678.6 billion was used in operating activities.
For the year ended March 31, 2024, our cash, cash equivalents, restricted cash and restricted cash equivalents increased by ¥478.2 billion to ¥4,299.0 billion. Net cash of ¥1,012.9 billion was provided by financing activities due to net cash inflows of ¥962.9 billion from Net cash inflows from long-term borrowings. Net cash of ¥887.9 billion was used in investing activities due to net cash outflows of ¥791.7 billion from Net
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cash outflows from loans. As part of trading activities, while there were net cash outflows of ¥798.3 billion primarily due to an increase in Trading assets and private equity and debt investments, they were offset by net cash inflows of ¥709.8 billion from Payables. As a result, net cash of ¥132.6 billion was provided by operating activities.
Balance Sheet and Financial Leverage
Total assets as of March 31, 2025, were ¥56,802.2 billion, an increase of ¥1,655.0 billion compared with ¥55,147.2 billion as of March 31, 2024, reflecting primarily an increase in Trading assets. Total liabilities as of March 31, 2025, were ¥53,221.2 billion, an increase of ¥1,522.5 billion compared with ¥51,698.7 billion as of March 31, 2024, reflecting primarily an increase in Long-term borrowings. NHI shareholders’ equity as of March 31, 2025 was ¥3,470.9 billion, an increase of ¥120.7 billion compared with ¥3,350.2 billion as of March 31, 2024, primarily due to an increase in Retained earnings.
We seek to maintain sufficient capital at all times to withstand losses due to extreme market movements. The EMB is responsible for implementing and enforcing capital policies. This includes the determination of our balance sheet size and required capital levels. We continuously review our equity capital base to ensure that it can support the economic risk inherent in our business. There are also regulatory requirements for minimum capital of entities that operate in regulated securities or banking businesses.
As leverage ratios are commonly used by other financial institutions similar to us, we voluntarily provide a leverage ratio and adjusted leverage ratio primarily for benchmarking purposes so that users of this annual report can compare our leverage against other financial institutions. Adjusted leverage ratio is a non-GAAP financial measure that Nomura considers to be a useful supplemental measure of leverage.
The following table presents NHI shareholders’ equity, total assets, adjusted assets and leverage ratios as of March 31, 2024 and 2025.
| Billions of yen, except ratios | ||||||||
| March 31 | ||||||||
| 2024 | 2025 | |||||||
| NHI shareholders’ equity |
¥ | 3,350.2 | ¥ | 3,470.9 | ||||
| Total assets |
55,147.2 | 56,802.2 | ||||||
| Adjusted assets(1) |
34,152.4 | 38,138.6 | ||||||
| Leverage ratio(2) |
16.5 x | 16.4 x | ||||||
| Adjusted leverage ratio(3) |
10.2 x | 11.0 x | ||||||
| (1) | Represents total assets less Securities purchased under agreements to resell and Securities borrowed. Adjusted assets is a non-GAAP financial measure and is calculated as follows: |
| (2) | Equals total assets divided by NHI shareholders’ equity. |
| (3) | Equals adjusted assets divided by NHI shareholders’ equity. |
| Billions of yen | ||||||||
| March 31 | ||||||||
| 2024 | 2025 | |||||||
| Total assets |
¥ | 55,147.2 | ¥ | 56,802.2 | ||||
| Less: |
||||||||
| Securities purchased under agreements to resell |
15,621.1 | 14,004.8 | ||||||
| Securities borrowed |
5,373.7 | 4,658.8 | ||||||
|
|
|
|
|
|||||
| Adjusted assets |
¥ | 34,152.4 | ¥ | 38,138.6 | ||||
|
|
|
|
|
|||||
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Total assets increased by 3.0% reflecting primarily an increase in Trading assets. Total NHI shareholders’ equity increased by 3.6% reflecting primarily an increase in Retained earnings. As a result, our leverage ratios were 16.5 times as of March 31, 2024 and 16.4 times as of March 31, 2025.
Adjusted assets increased primarily due to an increase in Trading assets. As a result, our adjusted leverage ratios were 10.2 times as of March 31, 2024 and 11.0 times as of March 31, 2025.
Capital Management
Capital Management Policy
We seek to enhance shareholder value and to capture growing business opportunities by maintaining sufficient levels of capital. We will continue to review our levels of capital as appropriate, taking into consideration the economic risks inherent to operating our businesses, the regulatory requirements, and maintaining our ratings necessary to operate businesses globally.
Dividends
We believe that raising corporate value over the long term and paying dividends is essential to rewarding shareholders. We will strive to pay dividends using a consolidated pay-out ratio of at least 40% of each semi-annual consolidated earnings as a key indicator.
Dividend payments are determined taking into account a comprehensive range of factors such as the tightening of Basel regulations and other changes to the regulatory environment as well as the Company’s consolidated financial performance.
Dividends will in principle be paid on a semi-annual basis with record dates of September 30 and March 31.
Additionally, we will aim for a total payout ratio, which includes dividends and share buybacks, of at least 50%.
With respect to the retained earnings, in order to implement measures to adapt to regulatory changes and to increase shareholder value, we seek to efficiently invest in business areas where high profitability and growth may reasonably be expected, including the development and expansion of infrastructure such as IT systems and retail branches.
Dividends for the Fiscal Year
Based on our Capital Management Policy described above, we paid a dividend of ¥23 per share to shareholders of record as of September 30, 2024 and have decided to pay a dividend of ¥24 per share to shareholders of record as of March 31, 2025. Additionally, in commemoration of our 100th anniversary on December 25, 2025, we have decided to pay a commemorative dividend of ¥10 per share to shareholders of record as of March 31, 2025. As a result, the total annual dividend will be ¥57 per share.
The following table presents the amounts of dividends per share paid by us in respect of the periods indicated:
| Fiscal year ended March 31, |
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | Total | |||||||||||||||
| 2020 |
¥ | — | ¥ | 15.00 | ¥ | — | ¥ | 5.00 | ¥ | 20.00 | ||||||||||
| 2021 |
— | 20.00 | — | 15.00 | 35.00 | |||||||||||||||
| 2022 |
— | 8.00 | — | 14.00 | 22.00 | |||||||||||||||
| 2023 |
— | 5.00 | — | 12.00 | 17.00 | |||||||||||||||
| 2024 |
— | 8.00 | — | 15.00 | 23.00 | |||||||||||||||
| 2025 |
— | 23.00 | — | 34.00 | 57.00 | |||||||||||||||
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Note: Breakdown of Fourth Quarter dividend for the year ended March 31, 2025: Ordinary dividend ¥24.00, Commemorative dividend ¥10.00.
Consolidated Regulatory Capital Requirements
The FSA established the “Guideline for Financial Conglomerates Supervision” (“Financial Conglomerates Guideline”) in June 2005 and set out the rules on consolidated regulatory capital. We started monitoring our consolidated capital adequacy ratio in accordance with the Financial Conglomerates Guideline from April 2005.
The Company has been assigned by the FSA as a Final Designated Parent Company who must calculate a consolidated capital adequacy ratio according to the Capital Adequacy Notice on Final Designated Parent Company in April 2011. Since then, we have been calculating our consolidated capital adequacy ratio according to the Capital Adequacy Notice on Final Designated Parent Company. The Capital Adequacy Notice on Final Designated Parent Company has been revised to be in line with Basel 2.5 and Basel III since then. We have calculated a Basel III-based consolidated capital adequacy ratio from the end of March 2013. Basel 2.5 includes significant change in calculation method of market risk and Basel III includes redefinition of capital items for the purpose of requiring higher quality of capital and expansion of the scope of credit risk-weighted assets calculation.
In accordance with Article 2 of the Capital Adequacy Notice on Final Designated Parent Company, our consolidated capital adequacy ratio is currently calculated based on the amounts of common equity Tier 1 capital, Tier 1 capital (sum of common equity Tier 1 capital and additional Tier 1 capital), total capital (sum of Tier 1 capital and Tier 2 capital), credit risk-weighted assets, market risk and operational risk. As of March 31, 2025, our common equity Tier 1 capital ratio is 14.52%, Tier 1 capital ratio is 16.27% and consolidated capital adequacy ratio is 16.28% and we are in compliance with the requirement for each ratio set out in the Capital Adequacy Notice on Final Designated Parent Company, etc. (required level including applicable minimum consolidated capital buffers as of March 31, 2025 is 7.71% for the common equity Tier 1 capital ratio, 9.21% for the Tier 1 capital ratio and 11.21% for the consolidated capital adequacy ratio).
In accordance with Article 2 of the “Notice of the Establishment of Standards that Indicate Soundness pertaining to Loss-absorbing and Recapitalisation Capacity, Established as Criteria by which the Highest Designated Parent Company is to Judge the Soundness in the Management of the Highest Designated Parent Company and its Subsidiary Corporations, etc., under Paragraph 1, Article 57 -17 of the Financial Instruments and Exchange Act” (the “TLAC Notification”), we have started calculating our external TLAC ratio on a risk-weighted assets basis from March 2021. As of March 31, 2025, our external TLAC as a percentage of risk-weighted assets is 28.16% and we are in compliance with the requirement set out in the TLAC Notification.
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The following table presents the Company’s consolidated capital adequacy ratios and External TLAC as a percentage of risk-weighted assets as of March 31, 2024 and March 31, 2025.
| Billions of yen, except ratios | ||||||||
| March 31 | ||||||||
| 2024 | 2025 | |||||||
| Common equity Tier 1 capital |
¥ | 3,091.3 | ¥ | 3,122.5 | ||||
| Tier 1 capital |
3,467.8 | 3,499.5 | ||||||
| Total capital |
3,468.3 | 3,500.1 | ||||||
| Risk-Weighted Assets |
||||||||
| Credit risk-weighted assets |
9,764.7 | 11,561.2 | ||||||
| Market risk equivalent assets |
6,381.9 | 6,239.2 | ||||||
| Operational risk equivalent assets |
2,828.9 | 3,696.2 | ||||||
|
|
|
|
|
|||||
| Total risk-weighted assets |
¥ | 18,975.5 | ¥ | 21,496.6 | ||||
|
|
|
|
|
|||||
| Consolidated Capital Adequacy Ratios |
||||||||
| Common equity Tier 1 capital ratio |
16.29 | % | 14.52 | % | ||||
| Tier 1 capital ratio |
18.27 | % | 16.27 | % | ||||
| Consolidated capital adequacy ratio |
18.27 | % | 16.28 | % | ||||
| Consolidated Leverage Ratio |
5.24 | % | 5.16 | % | ||||
| External TLAC Ratios |
||||||||
| Risk-weighted assets basis |
33.06 | % | 28.16 | % | ||||
| Leverage ratio exposure measure basis |
10.42 | % | 9.93 | % | ||||
Since the end of March 2011, we have been calculating credit risk-weighted assets by using the foundation Internal Ratings-Based Approach with the approval of the FSA. In according with Basel III, we have been calculating market risk equivalent assets by using both of the Internal Model Approach and the Standardized Approach, and operational risk equivalent assets by the Standardized Approach since March 2025.
We provide consolidated capital adequacy ratios not only to demonstrate that we are in compliance with the requirements set out in the Capital Adequacy Notice on Final Designated Parent Company but also for benchmarking purposes so that users of this annual report can compare our capital position against those of other financial groups to which Basel III is applied. Our management receives and reviews these capital ratios on a regular basis.
Consolidated Leverage Ratio Requirements
In March 2019, the FSA set out requirements for the calculation and disclosure and minimum requirement of 3% of a consolidated leverage ratio, and the publication of “Notice of the Establishment of Standards for Determining Whether the Adequacy of Leverage, the Supplementary Measure to the Adequacy of Equity Capital of a Final Designated Parent Company and its Subsidiary Corporations, etc. is Appropriate Compared to the Assets Held by the Final Designated Parent Company and its Subsidiary Corporations, etc., under Paragraph 1, Article 57-17 of the Financial Instruments and Exchange Act” (2019 FSA Regulatory Notice No. 13; “Notice on Consolidated Leverage Ratio”), through amendments to revising “Specification of items which a final designated parent company should disclose on documents to show the status of its sound management” (2010 FSA Regulatory Notice No. 132; “Notice on Pillar 3 Disclosure”). We started calculating and disclosing a consolidated leverage ratio from March 31, 2015 in accordance with these Notices. We have also started calculating a consolidated leverage ratio from March 31, 2019 in accordance with the Notice on Pillar 3 Disclosure, Notice on Consolidated Leverage Ratio and other related Notices. In coordination with the monetary policy of the Bank of Japan in response to the impact of the COVID-19 pandemic, the FSA published amendments to the Notice on Consolidated Leverage Ratio on June 2020 and March 2021. Under these amendments, deposits with the Bank of Japan have been excluded from the total exposure measure used to
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calculate the leverage ratio during the period from June 30, 2020. In July 2022, the FSA published further amendments to the Notice on Consolidated Leverage Ratio to raise the required level of leverage ratio from 3.0% to 3.15% after April 2024, while excluding the outstanding deposits with the Bank of Japan from the exposure measure as set forth in the previous amendment. As of March 31, 2025, our consolidated leverage ratio is 5.16%.
In accordance with Article 2 of the TLAC Notification we have started calculating our external TLAC ratio on a total exposure basis from March 2021. As of March 31, 2025, our external TLAC as a percentage of leverage ratio exposure measure is 9.93% and we are in compliance with the requirement set out in the TLAC Notification.
It is likely that the FSA’s regulation and notice will be revised further to be in line with a series of rules and standards proposed by the Basel Committee, FSB or International Organization of Securities Commissions.
Credit Ratings
We rely on, or utilize, credit ratings on our long-term and short-term debt provided by these credit ratings agencies for unsecured funding and other financing purposes and also for our trading and other business activities. NHI and NSC obtain credit ratings on their long-term and short-term debt from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings, Rating and Investment Information, Inc. and Japan Credit Rating Agency.
On May 23, 2024, Rating and Investment Information, Inc. changed the Outlook of the A Long Term Issuer Rating of the Company and the A+ Long Term Issuer Rating of NSC from Stable to Positive.
As of March 31, 2025, the credit ratings of the Company and NSC were as follows.
| Nomura Holdings, Inc. |
Short-term Debt | Long-term Debt | ||
| S&P Global Ratings |
A-2 | BBB+ | ||
| Moody’s Investors Service |
— | Baa1 | ||
| Fitch Ratings |
F1 | A- | ||
| Rating and Investment Information, Inc. |
a-1 | A | ||
| Japan Credit Rating Agency, Ltd. |
— | AA- | ||
| Nomura Securities Co., Ltd. |
Short-term Debt | Long-term Debt | ||
| S&P Global Ratings |
A-2 | A- | ||
| Moody’s Investors Service |
P-2 | A3 | ||
| Fitch Ratings |
F1 | A- | ||
| Rating and Investment Information, Inc. |
a-1 | A+ | ||
| Japan Credit Rating Agency, Ltd. |
— | AA- | ||
Off-Balance Sheet Arrangements
Off-balance sheet entities
In the normal course of business, we engage in a variety of off-balance sheet arrangements with off-balance sheet entities which may have an impact on Nomura’s future financial position and performance.
Off-balance sheet arrangements with off-balance sheet entities include where Nomura has:
| • | an obligation under a guarantee contract; |
| • | a retained or contingent interest in assets transferred to an off-balance sheet entity or similar arrangement that serves to provide credit, liquidity or market risk support to such entity; |
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| • | any obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument; or |
| • | any obligation, including a contingent obligation, arising out of a variable interest in an off-balance sheet entity that is held by, and material to, us, where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging or research and development services with, us. |
Off-balance sheet entities may take the form of a corporation, partnership, fund, trust or other legal vehicle which is designed to fulfill a limited, specific purpose by its sponsor. We both create or sponsor these entities and also enter into arrangements with entities created or sponsored by others.
Our involvement with these entities includes structuring, underwriting, distributing and selling debt instruments and beneficial interests issued by these entities, subject to prevailing market conditions. In connection with our securitization and equity derivative activities, we also act as a transferor of financial assets to these entities, as well as, underwriter, distributor and seller of asset-repackaged financial instruments issued by these entities. We retain, purchase and sell variable interests in SPEs in connection with our market-making, investing and structuring activities. Our other types of off-balance sheet arrangements include guarantee agreements and derivative contracts. Significant involvement is assessed based on all of our arrangements with these entities, even if the probability of loss, as assessed at the balance sheet date, is remote.
For further information about transactions with VIEs, see Note 7 “Securitizations and Variable Interest Entities” in our consolidated financial statements included in this annual report.
Tabular Disclosure of Contractual Obligations
In the ordinary course of our business, we enter into a variety of contractual obligations and contingent commitments, which may require future payments. These arrangements include:
Standby letters of credit and other guarantees:
| • | In connection with our banking and financing activities, we enter into various guarantee arrangements with counterparties in the form of standby letters of credit and other guarantees, which generally have fixed expiration dates. |
Long-term borrowings and contractual interest payments:
| • | In connection with our operating activities, we issue Japanese Yen and non-Japanese Yen denominated long-term borrowings which incur variable and fixed interest payments in accordance with our funding policy. |
Operating lease commitments:
| • | We lease office space, residential facilities for employees, motor vehicles, equipment and technology assets in the ordinary course of business both in Japan and overseas as lessee. These arrangements predominantly consist of operating leases. |
| • | Separately we sublease certain real estate and equipment through operating lease arrangements. |
Finance lease commitments:
| • | We lease certain equipment and facilities in Japan and overseas which are classified as finance lease agreements. |
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Purchase obligations:
| • | We have purchase obligations for goods and services which include payments for construction, advertising, and computer and telecommunications maintenance agreements. |
Commitments to extend credit:
| • | In connection with our banking and financing activities, we enter into contractual commitments to extend credit, which generally have fixed expiration dates. |
| • | In connection with our investment banking activities, we enter into agreements with clients under which we commit to underwrite securities that may be issued by clients. |
| • | As a member of certain central clearing counterparties, Nomura is committed to provide liquidity facilities through entering into reverse repurchase transactions backed by government and government agency debt securities with those counterparties in a situation where a default of another clearing member occurs. |
Commitments to invest in partnerships:
| • | We have commitments to invest in interests in various partnerships and other entities and commitments to provide financing for investments related to those partnerships. |
Note 9 “Leases” in our consolidated financial statements contains further detail on our operating leases and finance leases. Note 11 “Borrowings” in our consolidated financial statements contains further detail on our short-term and long-term borrowing obligations and Note 20 “Commitments, contingencies and guarantees” in our consolidated financial statements included in this annual report contains further detail on our other commitments, contingencies and guarantees.
The contractual amounts of commitments to extend credit represent the maximum amounts at risk should the contracts be fully drawn upon, should the counterparties default, and assuming the value of any existing collateral becomes worthless. The total contractual amount of these commitments may not represent future cash requirements since the commitments may expire without being drawn upon. The credit risk associated with these commitments varies depending on our clients’ creditworthiness and the value of collateral held. We evaluate each client’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by us upon extension of credit, is based on management’s credit evaluation of the counterparty.
The following table presents information regarding amounts and timing of our future contractual obligations and contingent commitments as of March 31, 2025.
| Millions of yen | ||||||||||||||||||||
| Total contractual amount |
Years to maturity | |||||||||||||||||||
| Less than 1 year |
1 to 3 years |
3 to 5 years |
More than 5 years |
|||||||||||||||||
| Standby letters of credit and other guarantees |
¥ | 4,939,056 | ¥ | 4,889,013 | ¥ | 39,594 | ¥ | 10,426 | ¥ | 23 | ||||||||||
| Long-term borrowings(1) |
12,911,549 | 1,382,812 | 2,923,825 | 3,151,656 | 5,453,256 | |||||||||||||||
| Contractual interest payments(2) |
2,116,866 | 336,387 | 526,850 | 349,317 | 904,312 | |||||||||||||||
| Operating lease commitments(3) |
183,706 | 47,738 | 69,715 | 35,513 | 30,740 | |||||||||||||||
| Purchase obligations(4) |
91,877 | 14,323 | 73,128 | 4,207 | 219 | |||||||||||||||
| Commitments to extend credit(5) |
3,238,123 | 2,295,325 | 449,094 | 303,339 | 190,365 | |||||||||||||||
| Commitments to invest |
25,677 | 4,563 | 3,813 | 580 | 16,721 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
¥ | 23,506,854 | ¥ | 8,970,161 | ¥ | 4,086,019 | ¥ | 3,855,038 | ¥ | 6,595,636 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
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| (1) | The amounts disclosed within long-term borrowings exclude financial liabilities recognized within long-term borrowings as a result of transfers of financial assets that are accounted for as financings rather than |
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| sales in accordance with ASC 860. These are not borrowings issued for our own funding purposes and therefore do not represent actual contractual obligations by us to deliver cash. |
| (2) | The amounts represent estimated future interest payments related to long-term borrowings based on the period through to their maturity and applicable interest rates as of March 31, 2025. |
| (3) | The amounts of operating lease commitments are undiscounted future minimum lease payments. The amounts of finance lease contracts were immaterial. |
| (4) | The minimum contractual obligations under enforceable and legally binding contracts that specify all significant terms. Amounts exclude obligations that are already reflected on our consolidated balance sheets as liabilities or payables. Includes the commitment to purchase parts of the redeveloped real estate in Tokyo Nihonbashi district from the redevelopment association. |
| (5) | Contingent liquidity facilities to central clearing counterparties are included. |
Excluded from the above table are obligations that are generally short-term in nature, including short-term borrowings, deposits received at banks and other payables, collateralized agreements and financing transactions (such as reverse repurchase and repurchase agreements), and trading liabilities.
In addition to amounts presented above, we have commitments under reverse repurchase and repurchase agreements including amounts in connection with collateralized agreements and collateralized financing. These commitments amount to ¥1,880 billion for reverse repurchase agreements and ¥1,305 billion for repurchase agreements as of March 31, 2025.
C. Research and Development, Patents and Licenses, etc.
Not applicable.
D. Trend Information.
The information required by this item is set forth in Item 5.A of this annual report.
E. Critical Accounting Policies and Estimates
Critical accounting policies are the accounting policies which have the most significant impact on the preparation of our consolidated financial statements included within this annual report and which require the most difficult, subjective and complex judgments by our management to develop estimates used in the application of these policies. Estimates, by their nature, are based on underlying assumptions which require management judgment and depend on the extent of information available at the time. Actual results in future reporting periods may differ from these estimates, which could have a material impact on our consolidated financial statements.
The following table summarizes the critical accounting policy which has the most significant impact on our consolidated financial statements for the year ended March 31, 2025. The table also identifies the critical accounting estimates inherent within application of the policy, the nature of the estimates, the underlying assumptions and judgments made by our management during the year to derive those estimates and the financial impact had we applied different estimates or assumptions during the year. See Note 1 “Summary of Accounting Policies” in our consolidated financial statements included in this annual report for more information on the critical accounting policy we apply in these areas and the relevant footnote disclosures referred to in the table for more information around how the critical accounting policy and critical accounting estimates have been applied.
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| Critical |
Critical accounting |
Key subjective assumptions or |
Effect of changes in estimates and | |||
| Fair value of financial instruments
Note 2 “Fair value measurements” |
Estimating fair value for financial instruments | A significant portion of our financial instruments are carried at fair value. The fair values of these financial instruments may not only be measured at quoted prices but also impacted by other factors, including selection of valuation techniques/ models and other assumptions that require judgment.
This may affect the amount and timing of unrealized gains or losses recognized in the consolidated statements of income or accumulated other comprehensive income for a particular financial instrument.
Selection of appropriate valuation techniques
• For financial instruments measured at fair values where quoted prices are available in active markets, we typically use quoted prices as level 1 inputs for determining the fair values of these financial instruments.
• For financial instruments where such quoted prices are not available, fair values of these financial instruments are measured using level 2 or level 3 inputs. Significant judgment is involved in selection of appropriate valuation techniques and validation of assumptions applied in models because the estimated fair values measured could vary depending on which models and assumptions are used. When selecting valuation techniques, various factors such as the particular circumstances and markets where these financial instruments are traded, the availability of reliable inputs, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs are considered. |
See Note 2 “Fair value measurements” for further information around our valuation methodologies and our policy for classification of financial instruments within the fair value hierarchy.
Level 3 financial assets (net of derivative liabilities) during the year increased from ¥1,041 billion as of March 2024 to ¥ 1,330 billion as of March 2025. Total level 3 financial assets to total financial assets carried at fair value on a recurring basis ratio was 6 % as of March 31, 2025 (6 % as of March 31, 2024.)
See Note 2 “Fair Value measurements” for further quantitative and qualitative information regarding level 3 inputs, including the sensitivity of fair values of the underlying financial instruments to changes in level 3 inputs. |
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| Critical |
Critical accounting |
Key subjective assumptions or |
Effect of changes in estimates and | |||
| Significance of level 3 inputs
• Fair values are more judgmental when we use level 3 inputs, which are based on significant non-market based unobservable inputs.
• For these instruments, fair value is determined based on management’s judgment about the assumption that market participant would use in pricing the instruments, including perception of liquidity, economic environment and the risks affecting the specific instruments. |
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Item 6. Directors, Senior Management and Employees
A. Directors and Senior Management.
1 The following table presents information about our Directors and Executive Officers as of June 23, 2025, the date of the filing of this annual report.
(1) Directors
| Name (Date of Birth) |
Responsibilities and Status within Nomura/ Other Principal Business Activities |
Business Experience | ||||
| Koji Nagai (Jan. 25, 1959) |
Director Chairman of the Board Directors Member of the Nomination Committee Member of the Compensation Committee Director and Chairman of Nomura Securities Co., Ltd. |
Apr. 1981 | Joined the Company | |||
| Apr. 2003 | Director of Nomura Securities Co., Ltd. | |||||
| Jun. 2003 | Executive Officer of Nomura Securities Co., Ltd. | |||||
| Apr. 2007 | Executive Officer (Executive Managing Director) of Nomura Securities Co., Ltd. | |||||
| Oct. 2008 | Senior Corporate Managing Director of Nomura Securities Co., Ltd. | |||||
| Apr. 2009 | Executive Officer and Executive Vice President of Nomura Securities Co., Ltd. | |||||
| Apr. 2011 | Co-COO and Deputy President of Nomura Securities Co., Ltd. | |||||
| Apr. 2012 | Senior Managing Director of the Company Director, Representative Executive Officer and President of Nomura Securities Co., Ltd. | |||||
| Aug. 2012 | Representative Executive Officer & Group CEO of the Company Director, Representative Executive Officer and President of Nomura Securities Co., Ltd. | |||||
| Jun. 2013 | Director, Representative Executive Officer & Group CEO of the Company Director, Representative Executive Officer and President of Nomura Securities Co., Ltd. | |||||
| Apr. 2017 | Director, Representative Executive Officer, President & Group CEO of the Company Director and Chairman of Nomura Securities Co., Ltd. | |||||
| Apr. 2020 | Director and Chairman of the Company (Current) Director and Chairman of Nomura Securities Co., Ltd. (Current) | |||||
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| Name (Date of Birth) |
Responsibilities and Status within Nomura/ Other Principal Business Activities |
Business Experience | ||||
| Kentaro Okuda (Nov. 7, 1963) |
Director, Representative Executive Officer, President and Group CEO Representative Director and President of Nomura Securities Co., Ltd. |
Apr. 1987 | Joined the Company | |||
| Apr. 2010 | Senior Managing Director of Nomura Securities Co., Ltd. | |||||
| Apr. 2012 | Senior Corporate Managing Director of Nomura Securities Co., Ltd. | |||||
| Aug. 2012 | Senior Corporate Managing Director of the Company Senior Corporate Managing Director of Nomura Securities Co., Ltd. | |||||
| Apr. 2013 | Senior Managing Director of the Company Senior Corporate Managing Director of Nomura Securities Co., Ltd. | |||||
| Apr. 2015 | Senior Managing Director of the Company Executive Vice President of Nomura Securities Co., Ltd. | |||||
| Apr. 2016 | Senior Managing Director of the Company Executive Officer and Executive Vice President of Nomura Securities Co., Ltd. | |||||
| Apr. 2017 | Senior Managing Director of the Company Executive Vice President of Nomura Securities Co., Ltd. | |||||
| Apr. 2018 | Executive Officer and Group Co-COO of the Company Director, Executive Officer and Deputy President of Nomura Securities Co., Ltd. | |||||
| Apr. 2019 | Executive Officer, Deputy President and Group Co-COO of the Company | |||||
| Apr. 2020 | Representative Executive Officer, President & Group CEO of the Company Representative Director of Nomura Securities Co., Ltd. | |||||
| Jun. 2020 | Director, Representative Executive Officer, President & Group CEO of the Company Representative Director of Nomura Securities Co., Ltd. | |||||
| Jun. 2021 | Director, Representative Executive Officer, President & Group CEO of the Company (Current) Representative Director and President of Nomura Securities Co., Ltd. (Current) | |||||
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| Name (Date of Birth) |
Responsibilities and Status within Nomura/ Other Principal Business Activities |
Business Experience | ||||
| Yutaka Nakajima (Aug. 2, 1965) |
Director, Representative Executive Officer and Deputy President Representative Director and Deputy President of Nomura Securities Co., Ltd. |
Apr. 1988 | Joined the Company | |||
| Apr. 2011 | Senior Managing Director of Nomura Securities Co., Ltd. | |||||
| May. 2015 | Senior Managing Director of the Company | |||||
| Apr. 2016 | Senior Managing Director of the Company Senior Corporate Managing Director of Nomura Securities Co., Ltd. | |||||
| Apr. 2017 | Senior Managing Director of the Company Executive Managing Director and Senior Corporate Managing Director of Nomura Securities Co., Ltd. | |||||
| Apr. 2018 | Senior Managing Director of the Company Executive Managing Director and Executive Vice President of Nomura Securities Co., Ltd. | |||||
| Apr. 2019 | Senior Managing Director of the Company Director and Executive Vice President of Nomura Securities Co., Ltd. | |||||
| Apr. 2021 | Senior Managing Director of the Company Representative Director and Deputy President of Nomura Securities Co., Ltd. | |||||
| Apr. 2023 | Representative Executive Officer and Deputy President of the Company Representative Director and Deputy President of Nomura Securities Co., Ltd. | |||||
| Jun. 2023 | Director, Representative Executive Officer and Deputy President of the Company (Current) Representative Director and Deputy President of Nomura Securities Co., Ltd. (Current) | |||||
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| Name (Date of Birth) |
Responsibilities and Status within Nomura/ Other Principal Business Activities |
Business Experience | ||||
| Shoji Ogawa (Aug. 9, 1964) |
Director Member of the Audit Committee (full-time) Member of the Board Risk Committee Non-Executive Director of Nomura Holding America Inc. Non-Executive Director of Instinet Incorporated |
Apr. 1987 | Joined the Company | |||
| Apr. 2007 | Head of Investment Banking Strategic Planning Dept of Nomura Securities Co., Ltd. | |||||
| Oct. 2008 | Head of Capital Markets Dept. and Capital Solutions Dept. of Nomura Securities Co., Ltd. | |||||
| Jul. 2009 | Head of Capital Markets Dept. of Nomura Securities Co., Ltd. | |||||
| Apr. 2012 | Head of Investment Banking Strategic Planning Dept. of Nomura Securities Co., Ltd. | |||||
| Jul. 2013 | Head of Office of Audit Committee of the Company Head of Office of Audit Committee of Nomura Securities Co., Ltd. | |||||
| Aug. 2016 | Head of Office of Non-Executive Directors and Audit Committee of the Company Head of Office of Non-Executive Directors and Audit Committee of Nomura Securities Co., Ltd. | |||||
| Apr. 2017 | Senior Managing Director and Group Internal Audit of the Company Senior Managing Director and Internal Audit of Nomura Securities Co., Ltd. | |||||
| Apr. 2021 | Advisor of the Company | |||||
| Jun. 2021 | Director of the Company (Current) | |||||
| Laura Simone Unger (Jan. 8, 1961) |
Outside Director Chairperson of the Board Risk Committee Independent Director of Nomura Holding America Inc. Independent Director of Nomura Securities International, Inc. Independent Director of Nomura Global Financial Products Inc. Independent Director of Instinet Holdings Incorporated |
Jan. 1988 | Enforcement Attorney of the U.S. Securities and Exchange Commission (SEC) | |||
| Oct. 1990 | Counsel of the U.S. Senate Committee on Banking, Housing, and Urban Affairs | |||||
| Nov. 1997 | Commissioner of the SEC | |||||
| Feb. 2001 | Acting Chairperson of the SEC | |||||
| Jul. 2002 | Regulatory Expert of CNBC | |||||
| May 2003 | Independent Consultant of JPMorgan Chase & Co. | |||||
| Aug. 2004 | Independent Director of CA Inc. | |||||
| Jan. 2010 | Special Advisor of Promontory Financial Group | |||||
| Dec. 2010 | Independent Director of CIT Group Inc. | |||||
| Nov. 2014 | Independent Director of Navient Corporation | |||||
| Jun. 2018 | Outside Director of the Company (Current) | |||||
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| Name (Date of Birth) |
Responsibilities and Status within Nomura/ Other Principal Business Activities |
Business Experience | ||||
| Victor Chu (Jun. 20, 1957) |
Outside Director Member of the Audit Committee Chairman and Chief Executive Officer of First Eastern Investment Group Chair of Council, University College London Co-Chair, International Business Council of the World Economic Forum Independent Director of Airbus SE |
Dec. 1982 | Solicitor of the Supreme Court, Hong Kong | |||
| Jan. 1988 | Chairman and Chief Executive Officer of First Eastern Investment Group (Current) | |||||
| Oct. 1988 | Director and Council Member of the Hong Kong Stock Exchange | |||||
| Jun. 1992 | Advisory Committee Member of the Securities and Futures Commission, Hong Kong | |||||
| Aug. 2003 | Foundation Board Member of the World Economic Forum | |||||
| Apr. 2018 | Independent Director of Airbus SE (Current) | |||||
| Jun. 2021 | Outside Director of the Company (Current) | |||||
| J.Christopher Giancarlo (May 12, 1959) |
Outside Director Member of the Board Risk Committee Senior Counsel of Willkie Farr & Gallagher LLP Chair of the Board of Directors of Digital Dollar Project Independent Director of Digital Asset Holdings, LLC Independent Director of Paxos Trust Company LLC Independent Director of Nomura Securities International, Inc. Independent Director of Nomura Global Financial Products Inc. |
Sep. 1984 | Associate Attorney of Mudge Rose Guthrie Alexander & Ferdon | |||
| Oct. 1985 | Associate Attorney of Curtis, Mallet-Prevost, Colt & Mosle | |||||
| Jan. 1992 | Attorney, Founding Partner of Giancarlo & Gleiberman | |||||
| Sep. 1997 | Attorney, (Equity) Partner of Thelen Reid Brown Raysman & Steiner | |||||
| Apr. 2000 | Vice President and Legal Counsel of Fenics Software | |||||
| Apr. 2001 | Executive Vice President of GFI Group Inc. | |||||
| Jun. 2014 | Commissioner of the U.S. Commodity Futures Trading Commission | |||||
| Jan. 2017 | Chairman of the U.S. Commodity Futures Trading Commission | |||||
| Oct. 2019 | Independent Director of the American Financial Exchange | |||||
| Jan. 2020 | Senior Counsel of Willkie Farr & Gallagher LLP (Current) | |||||
| Jun. 2021 | Outside Director of the Company (Current) | |||||
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| Name (Date of Birth) |
Responsibilities and Status within Nomura/ Other Principal Business Activities |
Business Experience | ||||
| Patricia Mosser (Feb. 14, 1956) |
Outside Director Member of the Board Risk Committee Senior Research Scholar* Director of Central Banking and Financial Policy*
*Positions at Columbia University, School of International and Public Affairs Independent Director of Nomura Holding America Inc. |
Jul. 1986 | Assistant Professor, Economics Department, Columbia University | |||
| Jan. 1991 | Economist and Vice President of the Federal Reserve Bank of New York (FRBNY) | |||||
| Nov. 2006 | Senior Vice President, FRBNY, Member of the FX Forum, Executive Meeting of East Asia and Pacific (EMEAP) Central Banks, Bank for International Settlements | |||||
| Jan. 2007 | Board Member of the American Economic Association’s Committee on the Status of Women in the Economics Profession | |||||
| Jun. 2007 | Member of the Markets Committee, Bank for International Settlements | |||||
| Jan 2009 | Acting Systemic Open Market Account Manager for the Federal Open Market Committee (FOMC) | |||||
| Oct. 2013 | Deputy Director of the Office of Financial Research (OFR), U.S. Treasury Department | |||||
| Oct. 2013 | Member of the Deputies Committee of the Financial Stability Oversight Council (FSOC) | |||||
| Jun. 2015 | Senior Research Scholar and Director of Central Banking and Financial Policy at Columbia University’s School of International and Public Affairs (Current) | |||||
| Jun. 2021 | Outside Director of the Company (Current) | |||||
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| Name (Date of Birth) |
Responsibilities and Status within Nomura/ Other Principal Business Activities |
Business Experience | ||||
| Takahisa Takahara (Jul. 12, 1961) |
Outside Director Member of the Nomination Committee Member of the Compensation Committee Representative Director, President & CEO of Unicharm Corporation Outside Director of Sumitomo Corporation |
Apr. 1986 | Joined The Sanwa Bank, Ltd. (currently MUFG Bank, Ltd.) | |||
| Apr. 1991 | Joined Unicharm Corporation | |||||
| Jun. 1995 | Director of Unicharm Corporation | |||||
| Apr. 1996 | Director, General Manager of Procurement Division and Deputy General Manager of International Division of Unicharm Corporation | |||||
| Jun. 1997 | Senior Director of Unicharm Corporation | |||||
| Apr. 1998 | Senior Director, General Manager of Feminine Hygiene Business Division of Unicharm Corporation | |||||
| Oct. 2000 | Senior Director, Responsible for Management Strategy of Unicharm Corporation | |||||
| Jun. 2001 | Representative Director, President of Unicharm Corporation | |||||
| Jun. 2004 | Representative Director, President & CEO of Unicharm Corporation (Current) | |||||
| Jun. 2021 | Outside Director of the Company (Current) | |||||
| Miyuki Ishiguro (Oct. 26, 1964) |
Outside Director Member of the Board Risk Committee Partner of Nagashima Ohno & Tsunematsu Outside Audit & Supervisory Board Member, Lasertec Corporation |
Apr. 1991 | Registered as an Attorney-at-Law and Joined Tsunematsu Yanase & Sekine (currently Nagashima Ohno & Tsunematsu) | |||
| Jan. 1999 | Partner of Tsunematsu Yanase & Sekine | |||||
| Jan. 2000 | Partner of Nagashima Ohno & Tsunematsu(Current) | |||||
| Oct. 2004 | Visiting Professor, Columbia Law School | |||||
| May. 2015 | Secretary General of the Inter-Pacific Bar Association (IPBA) | |||||
| Feb. 2016 | Council Member of the Radio Regulatory Council (Ministry of Internal Affairs and Communications) | |||||
| Apr. 2016 | Council Member of the Management Council of Hitotsubashi University | |||||
| Apr. 2018 | Vice President of the Tokyo Bar Association | |||||
| Jun. 2023 | Outside Director of the Company (Current) | |||||
| Apr. 2024 | President of the Inter-Pacific Bar Association (IPBA) | |||||
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| Name (Date of Birth) |
Responsibilities and Status within Nomura/ Other Principal Business Activities |
Business Experience | ||||
| Masahiro Ishizuka (Apr. 21, 1960) |
Outside Director Chairman of the Audit Committee Director of Nomura Securities Co., Ltd. |
Oct. 1984 | Joined Deloitte Haskins and Sells International (*) | |||
| Apr. 1988 | Registered as a Certified Public Accountant | |||||
| Jun. 1997 | Partner of Tohmatsu & Co. (*) | |||||
| Jan. 1998 | Deloitte & Touche LLP based in New York | |||||
| Oct. 2004 | Head of Audit and Technology Dept. of Business Administrative Division, of Tohmatsu & Co. (*) | |||||
| Aug. 2010 | Vice Chairman of the Audit Standards Committee of the Japanese Institute of Certified Public Accountants | |||||
| Oct. 2010 | Head of Office of Manual, of Quality Administrative Division, of Deloitte Touche Tohmatsu LLC | |||||
| Nov. 2015 | The Board Member of Deloitte Tohmatsu LLC | |||||
| Jun. 2017 | Executive Officer, General Manager of the Reputation Quality Risk Management Division of Deloitte Tohmatsu LLC and Deloitte Touche Tohmatsu LLC | |||||
| Jun. 2022 | Ethics Officer of Deloitte Tohmatsu Group | |||||
| Jun. 2023 | Outside Director of the Company (Current) | |||||
| Apr. 2024 | Director of Nomura Securities Co., Ltd. (Current) | |||||
| * Each of the corporations is currently Deloitte Touche Tohmatsu LLC | ||||||
| Taku Oshima (Jul. 14, 1956) |
Outside Director Chairman of the Nomination Committee Chairman of the Compensation Committee Chairman and Representative Director of NGK INSULATORS, LTD. Outside Director of Central Japan Railway Company Outside Director of Toho Gas |
Mar. 1980 | Joined NGK INSULATORS, LTD. | |||
| Jun. 2007 | Corporate Officer of NGK INSULATORS, LTD. | |||||
| Jun. 2011 | Corporate Executive Officer of NGK INSULATORS, LTD. | |||||
| Jun. 2014 | President and Representative Director of NGK INSULATORS, LTD. | |||||
| Apr. 2021 | Chairman and Representative Director of NGK INSULATORS, LTD. (Current) | |||||
| Jun. 2024 | Outside Director of the Company (Current) | |||||
Among the Directors listed above Laura Simone Unger, Victor Chu, J.Christopher Giancarlo, Patricia Mosser, Takahisa Takahara, Miyuki Ishiguro, Masahiro Ishizuka and Taku Oshima satisfy the requirements for an “Outside Director” under the Companies Act.
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(2) Executive Officers
| Name (Date of Birth) |
Responsibilities and Status within Nomura/ Other Principal Business Activities |
Business Experience | ||||
| Kentaro Okuda (Nov. 7, 1963) |
See “Directors” in paragraph 1 under this Item 6.A. | See “Directors” under in paragraph 1 this Item 6.A. | ||||
| Yutaka Nakajima (Aug. 2, 1965) |
See “Directors” in paragraph 1 under this Item 6.A. | See “Directors” under in paragraph 1 this Item 6.A. | ||||
| Toshiyasu Iiyama (Feb. 24, 1965) |
Executive Officer and Deputy President Chief of Staff Head of China Committee Representative Director and Deputy President of Nomura Securities Co., Ltd. |
Apr. 1987 | Joined the Company | |||
| Apr. 2012 | Senior Managing Director of Nomura Securities Co., Ltd. | |||||
| Apr. 2015 | Senior Managing Director of the Company Senior Managing Director of Nomura Securities Co., Ltd. | |||||
| Apr. 2016 | Senior Managing Director of the Company Senior Corporate Managing Director of Nomura Securities Co., Ltd. | |||||
| Apr. 2018 | Senior Managing Director of the Company Executive Officer and Executive Vice President of Nomura Securities Co., Ltd. | |||||
| Apr. 2019 | Senior Managing Director of the Company Executive Vice President of Nomura Securities Co., Ltd. | |||||
| Apr. 2020 | Senior Managing Director of the Company Representative Director and Deputy President of Nomura Securities Co., Ltd. | |||||
| Apr. 2021 | Executive Officer and Chief Health Officer of the Company Representative Director and Deputy President of Nomura Securities Co., Ltd. | |||||
| Apr. 2023 | Executive Officer, Deputy President and Chief of Staff of the Company (Current) Representative Director and Deputy President of Nomura Securities Co., Ltd. (Current) | |||||
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| Name (Date of Birth) |
Responsibilities and Status within Nomura/ Other Principal Business Activities |
Business Experience | ||||
| Takumi Kitamura (Nov. 26, 1966) |
Executive Officer Chief Financial Officer Chief Transformation Officer Representative Director and Deputy President of Nomura Securities Co., Ltd. |
Apr. 1990 | Joined the Company | |||
| Apr. 2016 | Executive Officer and Chief Financial Officer of the Company Executive Officer and Financial Officer of Nomura Securities Co., Ltd. | |||||
| Apr. 2019 | Executive Officer and Chief Financial Officer of the Company Director and Senior Corporate Managing Director of Nomura Securities Co., Ltd. | |||||
| Apr. 2021 | Executive Officer and Chief Financial Officer of the Company Director, Executive Vice President of Nomura Securities Co., Ltd. | |||||
| Oct. 2021 | Executive Officer, Chief Financial Officer and Chief Administrative Officer of the Company Director, Executive Vice President of Nomura Securities Co., Ltd. | |||||
| Apr. 2022 | Executive Officer and Chief Financial Officer of the Company Director, Executive Vice President of Nomura Securities Co., Ltd. | |||||
| Apr. 2024 | Executive Officer, Chief Financial Officer and Chief Transformation Officer of the Company Director, Executive Vice President of Nomura Securities Co., Ltd. | |||||
| Apr. 2025 | Executive Officer, Chief Financial Officer and Chief Transformation Officer of the Company (Current) Representative Director and Deputy President of Nomura Securities Co., Ltd. (Current) | |||||
| Sotaro Kato (Oct. 9, 1969) |
Executive Officer Chief Risk Officer Director, Executive Vice President of Nomura Securities Co., Ltd. Director of Nomura Holding America Inc. |
Sep. 2002 | Joined the Company | |||
| Apr. 2020 | Executive Officer and Chief Risk Officer of the Company (based in New York) Director and Senior Corporate Managing Director of Nomura Securities Co., Ltd. | |||||
| Apr. 2025 | Executive Officer and Chief Risk Officer of the Company (based in New York) (Current) Director, Executive Vice President of Nomura Securities Co., Ltd (Current) | |||||
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| Name (Date of Birth) |
Responsibilities and Status within Nomura/ Other Principal Business Activities |
Business Experience | ||||
| Yosuke Inaida (Oct. 6, 1967) |
Executive Officer Head of Content Company Global Regulatory Affairs Senior Corporate Managing Director of Nomura Securities Co., Ltd. |
Apr. 1991 | Joined the Company | |||
| Apr. 2015 | Senior Managing Director of Nomura Securities Co., Ltd. | |||||
| Apr. 2020 | Senior Corporate Managing Director of Nomura Securities Co., Ltd. | |||||
| Apr. 2022 | Executive Officer and Chief Compliance Officer of the Company Senior Corporate Managing Director of Nomura Securities Co., Ltd. | |||||
| Nov. 2024 | Executive Officer, Global Regulatory Affairs of the Company Senior Corporate Managing Director of Nomura Securities Co., Ltd. | |||||
| Apr. 2025 | Executive Officer, Head of Content Company and Global Regulatory Affairs of the Company (Current) Senior Corporate Managing Director of Nomura Securities Co., Ltd. (Current) | |||||
| Christopher Willcox (Feb. 25, 1968) |
Executive Officer Head of Wholesale Chairman of Investment Management |
May. 2014 | CEO of J.P. Morgan Asset Management Inc. | |||
| May. 2021 | Director and Co-CEO of Nomura Holding America Inc. Director, President and CEO of Nomura Securities International, Inc. Director, President and CEO of Nomura Global Financial Products Inc. | |||||
| Apr. 2022 | Director, President and CEO of Nomura Holding America Inc. Director, President and CEO of Nomura Securities International, Inc. Director, President and CEO of Nomura Global Financial Products Inc. | |||||
| Oct. 2022 | Executive Officer and Head of Wholesale of the Company (based in New York) | |||||
| Apr. 2025 | Executive Officer, Head of Wholesale and Chairman of Investment Management of the Company (based in New York) (Current) | |||||
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2 We have proposed an agenda item titled “Appointment of Twelve Directors” as a Proposal Matters for the Annual General Meeting of Shareholders to be resolved on June 24, 2025. If this proposal is approved, the status of our Directors and Executive Officers will be as follows.
The following items include the matters for the resolution of the Board of Directors to be resolved immediately after the Annual General Meeting of Shareholders.
(1) Directors
| Name (Date of Birth) |
Responsibilities and Status within Nomura/ Other Principal Business Activities |
Business Experience | ||||
| Koji Nagai (Jan. 25, 1959) |
Director Chairman of the Board Directors Director and Chairman of Nomura Securities Co., Ltd. |
Apr. 1981 |
Joined the Company | |||
| Apr. 2003 |
Director of Nomura Securities Co., Ltd. | |||||
| Jun. 2003 | Executive Officer of Nomura Securities Co., Ltd. | |||||
| Apr. 2007 | Executive Officer (Executive Managing Director) of Nomura Securities Co., Ltd. | |||||
| Oct. 2008 | Senior Corporate Managing Director of Nomura Securities Co., Ltd. | |||||
| Apr. 2009 | Executive Officer and Executive Vice President of Nomura Securities Co., Ltd. | |||||
| Apr. 2011 | Co-COO and Deputy President of Nomura Securities Co., Ltd. | |||||
| Apr. 2012 | Senior Managing Director of the Company Director, Representative Executive Officer and President of Nomura Securities Co., Ltd. | |||||
| Aug. 2012 | Representative Executive Officer & Group CEO of the Company Director, Representative Executive Officer and President of Nomura Securities Co., Ltd. | |||||
| Jun. 2013 | Director, Representative Executive Officer & Group CEO of the Company Director, Representative Executive Officer and President of Nomura Securities Co., Ltd. | |||||
| Apr. 2017 | Director, Representative Executive Officer, President & Group CEO of the Company Director and Chairman of Nomura Securities Co., Ltd. | |||||
| Apr. 2020 | Director and Chairman of the Company (Current) Director and Chairman of Nomura Securities Co., Ltd. (Current) | |||||
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| Name (Date of Birth) |
Responsibilities and Status within Nomura/ Other Principal Business Activities |
Business Experience | ||||
| Kentaro Okuda (Nov. 7, 1963) |
Director, Representative Executive Officer, President and Group CEO Representative Director and President of Nomura Securities Co., Ltd. |
Apr. 1987 |
Joined the Company | |||
| Apr. 2010 |
Senior Managing Director of Nomura Securities Co., Ltd. | |||||
| Apr. 2012 | Senior Corporate Managing Director of Nomura Securities Co., Ltd. | |||||
| Aug. 2012 | Senior Corporate Managing Director of the Company Senior Corporate Managing Director of Nomura Securities Co., Ltd. | |||||
| Apr. 2013 | Senior Managing Director of the Company Senior Corporate Managing Director of Nomura Securities Co., Ltd. | |||||
| Apr. 2015 | Senior Managing Director of the Company Executive Vice President of Nomura Securities Co., Ltd. | |||||
| Apr. 2016 | Senior Managing Director of the Company Executive Officer and Executive Vice President of Nomura Securities Co., Ltd. | |||||
| Apr. 2017 | Senior Managing Director of the Company Executive Vice President of Nomura Securities Co., Ltd. | |||||
| Apr. 2018 | Executive Officer and Group Co-COO of the Company Director, Executive Officer and Deputy President of Nomura Securities Co., Ltd. | |||||
| Apr. 2019 | Executive Officer, Deputy President and Group Co-COO of the Company | |||||
| Apr. 2020 | Representative Executive Officer, President & Group CEO of the Company Representative Director of Nomura Securities Co., Ltd. | |||||
| Jun. 2020 | Director, Representative Executive Officer, President & Group CEO of the Company Representative Director of Nomura Securities Co., Ltd. | |||||
| Jun. 2021 | Director, Representative Executive Officer, President & Group CEO of the Company (Current) Representative Director and President of Nomura Securities Co., Ltd. (Current) | |||||
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| Name (Date of Birth) |
Responsibilities and Status within Nomura/ Other Principal Business Activities |
Business Experience | ||||
| Yutaka Nakajima (Aug. 2, 1965) |
Director, Representative Executive Officer and Deputy President Representative Director and Deputy President of Nomura Securities Co., Ltd. |
Apr. 1988 |
Joined the Company | |||
| Apr. 2011 |
Senior Managing Director of Nomura Securities Co., Ltd. | |||||
| May. 2015 | Senior Managing Director of the Company | |||||
| Apr. 2016 | Senior Managing Director of the Company Senior Corporate Managing Director of Nomura Securities Co., Ltd. | |||||
| Apr. 2017 | Senior Managing Director of the Company Executive Managing Director and Senior Corporate Managing Director of Nomura Securities Co., Ltd. | |||||
| Apr. 2018 | Senior Managing Director of the Company Executive Managing Director and Executive Vice President of Nomura Securities Co., Ltd. | |||||
| Apr. 2019 | Senior Managing Director of the Company Director and Executive Vice President of Nomura Securities Co., Ltd. | |||||
| Apr. 2021 | Senior Managing Director of the Company Representative Director and Deputy President of Nomura Securities Co., Ltd. | |||||
| Apr. 2023 | Representative Executive Officer and Deputy President of the Company Representative Director and Deputy President of Nomura Securities Co., Ltd. | |||||
| Jun. 2023 | Director, Representative Executive Officer and Deputy President of the Company (Current) Representative Director and Deputy President of Nomura Securities Co., Ltd. (Current) | |||||
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| Name (Date of Birth) |
Responsibilities and Status within Nomura/ Other Principal Business Activities |
Business Experience | ||||
| Shoji Ogawa (Aug. 9, 1964) |
Director Member of the Audit Committee (full-time) Member of the Board Risk Committee Non-Executive Director of Nomura Holding America Inc. Non-Executive Director of Instinet Incorporated |
Apr. 1987 |
Joined the Company | |||
| Apr. 2007 |
Head of Investment Banking Strategic Planning Dept of Nomura Securities Co., Ltd. | |||||
| Oct. 2008 | Head of Capital Markets Dept. and Capital Solutions Dept. of Nomura Securities Co., Ltd. | |||||
| Jul. 2009 | Head of Capital Markets Dept. of Nomura Securities Co., Ltd. | |||||
| Apr. 2012 | Head of Investment Banking Strategic Planning Dept. of Nomura Securities Co., Ltd. | |||||
| Jul. 2013 | Head of Office of Audit Committee of the Company Head of Office of Audit Committee of Nomura Securities Co., Ltd. | |||||
| Aug. 2016 | Head of Office of Non-Executive Directors and Audit Committee of the Company Head of Office of Non-Executive Directors and Audit Committee of Nomura Securities Co., Ltd. | |||||
| Apr. 2017 | Senior Managing Director and Group Internal Audit of the Company Senior Managing Director and Internal Audit of Nomura Securities Co., Ltd. | |||||
| Apr. 2021 | Advisor of the Company | |||||
| Jun. 2021 | Director of the Company (Current) | |||||
| Victor Chu (Jun. 20, 1957) |
Outside Director Member of the Audit Committee Chairman and Chief Executive Officer of First Eastern Investment Group Chair of Council, University College London Co-Chair, International Business Council of the World Economic Forum Independent Director of Airbus SE |
Dec. 1982 | Solicitor of the Supreme Court, Hong Kong | |||
| Jan. 1988 | Chairman and Chief Executive Officer of First Eastern Investment Group (Current) | |||||
| Oct. 1988 | Director and Council Member of the Hong Kong Stock Exchange | |||||
| Jun. 1992 | Advisory Committee Member of the Securities and Futures Commission, Hong Kong | |||||
| Aug. 2003 | Foundation Board Member of the World Economic Forum | |||||
| Apr. 2018 | Independent Director of Airbus SE (Current) | |||||
| Jun. 2021 | Outside Director of the Company (Current) | |||||
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| Name (Date of Birth) |
Responsibilities and Status within Nomura/ Other Principal Business Activities |
Business Experience | ||||
| J.Christopher Giancarlo (May 12, 1959) |
Outside Director Member of the Board Risk Committee Senior Counsel of Willkie Farr & Gallagher LLP Chair of the Board of Directors of Digital Dollar Project Independent Director of Digital Asset Holdings, LLC Independent Director of Paxos Trust Company LLC Independent Director of Nomura Securities International, Inc. Independent Director of Nomura Global Financial Products Inc. |
Sep. 1984 | Associate Attorney of Mudge Rose Guthrie Alexander & Ferdon | |||
| Oct. 1985 | Associate Attorney of Curtis, Mallet-Prevost, Colt & Mosle | |||||
| Jan. 1992 | Attorney, Founding Partner of Giancarlo & Gleiberman | |||||
| Sep. 1997 | Attorney, (Equity) Partner of Thelen Reid Brown Raysman & Steiner | |||||
| Apr. 2000 | Vice President and Legal Counsel of Fenics Software | |||||
| Apr. 2001 | Executive Vice President of GFI Group Inc. | |||||
| Jun. 2014 | Commissioner of the U.S. Commodity Futures Trading Commission | |||||
| Jan. 2017 | Chairman of the U.S. Commodity Futures Trading Commission | |||||
| Oct. 2019 | Independent Director of the American Financial Exchange | |||||
| Jan. 2020 | Senior Counsel of Willkie Farr & Gallagher LLP (Current) | |||||
| Jun. 2021 | Outside Director of the Company (Current) | |||||
| Patricia Mosser (Feb. 14, 1956) |
Outside Director Chairperson of the Board Risk Committee Senior Research Scholar* Director of Central Banking and Financial Policy*
*Positions at Columbia University, School of International and Public Affairs Independent Director of Nomura Holding America Inc. |
Jul. 1986 | Assistant Professor, Economics Department, Columbia University | |||
| Jan. 1991 | Economist and Vice President of the Federal Reserve Bank of New York (FRBNY) | |||||
| Nov. 2006 | Senior Vice President, FRBNY, Member of the FX Forum, Executive Meeting of East Asia and Pacific (EMEAP) Central Banks, Bank for International Settlements | |||||
| Jan. 2007 | Board Member of the American Economic Association’s Committee on the Status of Women in the Economics Profession | |||||
| Jun. 2007 | Member of the Markets Committee, Bank for International Settlements | |||||
| Jan 2009 | Acting Systemic Open Market Account Manager for the Federal Open Market Committee (FOMC) | |||||
| Oct. 2013 | Deputy Director of the Office of Financial Research (OFR), U.S. Treasury Department | |||||
| Oct. 2013 | Member of the Deputies Committee of the Financial Stability Oversight Council (FSOC) | |||||
| Jun. 2015 | Senior Research Scholar and Director of Central Banking and Financial Policy at Columbia University’s School of International and Public Affairs (Current) | |||||
| Jun. 2021 | Outside Director of the Company (Current) | |||||
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| Name (Date of Birth) |
Responsibilities and Status within Nomura/ Other Principal Business Activities |
Business Experience | ||||
| Takahisa Takahara (Jul. 12, 1961) |
Outside Director Member of the Nomination Committee Member of the Compensation Committee Representative Director, President & CEO of Unicharm Corporation Outside Director of Sumitomo Corporation |
Apr. 1986 | Joined The Sanwa Bank, Ltd. (currently MUFG Bank, Ltd.) | |||
| Apr. 1991 | Joined Unicharm Corporation | |||||
| Jun. 1995 | Director of Unicharm Corporation | |||||
| Apr. 1996 | Director, General Manager of Procurement Division and Deputy General Manager of International Division of Unicharm Corporation | |||||
| Jun. 1997 | Senior Director of Unicharm Corporation | |||||
| Apr. 1998 | Senior Director, General Manager of Feminine Hygiene Business Division of Unicharm Corporation | |||||
| Oct. 2000 | Senior Director, Responsible for Management Strategy of Unicharm Corporation | |||||
| Jun. 2001 | Representative Director, President of Unicharm Corporation | |||||
| Jun. 2004 | Representative Director, President & CEO of Unicharm Corporation (Current) | |||||
| Jun. 2021 | Outside Director of the Company (Current) | |||||
| Miyuki Ishiguro (Oct. 26, 1964) |
Outside Director Member of the Nomination Committee Member of the Compensation Committee Member of the Board Risk Committee Partner of Nagashima Ohno & Tsunematsu Outside Audit & Supervisory Board Member, Lasertec Corporation |
Apr. 1991 | Registered as an Attorney-at-Law and Joined Tsunematsu Yanase & Sekine (currently Nagashima Ohno & Tsunematsu) | |||
| Jan. 1999 | Partner of Tsunematsu Yanase & Sekine | |||||
| Jan. 2000 | Partner of Nagashima Ohno & Tsunematsu (Current) | |||||
| Oct. 2004 | Visiting Professor, Columbia Law School | |||||
| May. 2015 | Secretary General of the Inter-Pacific Bar Association (IPBA) | |||||
| Feb. 2016 | Council Member of the Radio Regulatory Council (Ministry of Internal Affairs and Communications) | |||||
| Apr. 2016 | Council Member of the Management Council of Hitotsubashi University | |||||
| Apr. 2018 | Vice President of the Tokyo Bar Association | |||||
| Jun. 2023 | Outside Director of the Company (Current) | |||||
| Apr. 2024 | President of the Inter-Pacific Bar Association (IPBA) | |||||
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| Name (Date of Birth) |
Responsibilities and Status within Nomura/ Other Principal Business Activities |
Business Experience | ||||
| Masahiro Ishizuka (Apr. 21, 1960) |
Outside Director Chairman of the Audit Committee Director of Nomura Securities Co., Ltd. |
Oct. 1984 | Joined Deloitte Haskins and Sells International (*) | |||
| Apr. 1988 | Registered as a Certified Public Accountant | |||||
| Jun. 1997 | Partner of Tohmatsu & Co. (*) | |||||
| Jan. 1998 | Deloitte & Touche LLP based in New York | |||||
| Oct. 2004 | Head of Audit and Technology Dept. of Business Administrative Division, of Tohmatsu & Co. (*) | |||||
| Aug. 2010 | Vice Chairman of the Audit Standards Committee of the Japanese Institute of Certified Public Accountants | |||||
| Oct. 2010 | Head of Office of Manual, of Quality Administrative Division, of Deloitte Touche Tohmatsu LLC | |||||
| Nov. 2015 | The Board Member of Deloitte Tohmatsu LLC | |||||
| Jun. 2017 | Executive Officer, General Manager of the Reputation Quality Risk Management Division of Deloitte Tohmatsu LLC and Deloitte Touche Tohmatsu LLC | |||||
| Jun. 2022 | Ethics Officer of Deloitte Tohmatsu Group | |||||
| Jun. 2023 | Outside Director of the Company (Current) | |||||
| Apr. 2024 | Director of Nomura Securities Co., Ltd. (Current) | |||||
| * Each of the corporations is currently Deloitte Touche Tohmatsu LLC | ||||||
| Taku Oshima (Jul. 14, 1956) |
Outside Director Chairman of the Nomination Committee Chairman of the Compensation Committee Chairman and Representative Director of NGK INSULATORS, LTD. Outside Director of Central Japan Railway Company Outside Director of Toho Gas |
Mar. 1980 | Joined NGK INSULATORS, LTD. | |||
| Jun. 2007 | Corporate Officer of NGK INSULATORS, LTD. | |||||
| Jun. 2011 | Corporate Executive Officer of NGK INSULATORS, LTD. | |||||
| Jun. 2014 | President and Representative Director of NGK INSULATORS, LTD. | |||||
| Apr. 2021 | Chairman and Representative Director of NGK INSULATORS, LTD. (Current) | |||||
| Jun. 2024 | Outside Director of the Company (Current) | |||||
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| Name (Date of Birth) |
Responsibilities and Status within Nomura/ Other Principal Business Activities |
Business Experience | ||||
| Nellie Liang (Oct. 23, 1957) |
Outside Director Member of the Board Risk Committee Senior Fellow, Economic Studies, Brookings Institution |
Jan. 2006 | Associate Director, Division of Research and Statistics, U.S. Federal Reserve Board (FRB) | |||
| Nov. 2010 | Director, Division of Financial Stability, FRB | |||||
| May. 2016 | Member, Panel of Economic Advisors, U.S. Congressional Budget Office | |||||
| Mar. 2017 | Senior Fellow, Economic Studies, Brookings Institution | |||||
| Apr. 2017 | Visiting Scholar, Monetary and Capital Markets Department, International Monetary Fund (IMF) | |||||
| Aug. 2018 | Lecturer, Yale University School of Management | |||||
| Jul. 2021 | Under Secretary for Domestic Finance, U.S. Department of the Treasury | |||||
| Mar. 2023 | Chair, Standing Committee on Assessment of Vulnerabilities (SCAV), Financial Stability Board (FSB) | |||||
| Mar. 2025 | Senior Fellow, Economic Studies, Brookings Institution (Current) | |||||
| Jun. 2025 | Outside Director of the Company (Current) | |||||
Among the Directors listed above Victor Chu, J.Christopher Giancarlo, Patricia Mosser, Takahisa Takahara, Miyuki Ishiguro, Masahiro Ishizuka, Taku Oshima, and Nellie Liang satisfy the requirements for an “Outside Director” under the Companies Act.
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(2) Executive Officers
| Name (Date of Birth) |
Responsibilities and Status within Nomura/ Other Principal Business Activities |
Business Experience | ||||
| Kentaro Okuda (Nov. 7, 1963) |
See “Directors” in paragraph 2 under this Item 6.A. | See “Directors” under in paragraph 1 this Item 6.A. | ||||
| Yutaka Nakajima (Aug. 2, 1965) |
See “Directors” in paragraph 2 under this Item 6.A. | See “Directors” under in paragraph 1 this Item 6.A. | ||||
| Toshiyasu Iiyama (Feb. 24, 1965) |
Executive Officer and Deputy President Chief of Staff Head of China Committee Representative Director and Deputy President of Nomura Securities Co., Ltd. |
Apr. 1987 | Joined the Company | |||
| Apr. 2012 | Senior Managing Director of Nomura Securities Co., Ltd. | |||||
| Apr. 2015 | Senior Managing Director of the Company Senior Managing Director of Nomura Securities Co., Ltd. | |||||
| Apr. 2016 | Senior Managing Director of the Company Senior Corporate Managing Director of Nomura Securities Co., Ltd. | |||||
| Apr. 2018 | Senior Managing Director of the Company Executive Officer and Executive Vice President of Nomura Securities Co., Ltd. | |||||
| Apr. 2019 | Senior Managing Director of the Company Executive Vice President of Nomura Securities Co., Ltd. | |||||
| Apr. 2020 | Senior Managing Director of the Company Representative Director and Deputy President of Nomura Securities Co., Ltd. | |||||
| Apr. 2021 | Executive Officer and Chief Health Officer of the Company Representative Director and Deputy President of Nomura Securities Co., Ltd. | |||||
| Apr. 2023 | Executive Officer, Deputy President and Chief of Staff of the Company (Current) Representative Director and Deputy President of Nomura Securities Co., Ltd. (Current) | |||||
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| Name (Date of Birth) |
Responsibilities and Status within Nomura/ Other Principal Business Activities |
Business Experience | ||||
| Takumi Kitamura (Nov. 26, 1966) |
Executive Officer Chief Transformation Officer Representative Director and Deputy President of Nomura Securities Co., Ltd. |
Apr. 1990 | Joined the Company | |||
| Apr. 2016 | Executive Officer and Chief Financial Officer of the Company Executive Officer and Financial Officer of Nomura Securities Co., Ltd. | |||||
| Apr. 2019 | Executive Officer and Chief Financial Officer of the Company Director and Senior Corporate Managing Director of Nomura Securities Co., Ltd. | |||||
| Apr. 2021 | Executive Officer and Chief Financial Officer of the Company Director, Executive Vice President of Nomura Securities Co., Ltd. | |||||
| Oct. 2021 | Executive Officer, Chief Financial Officer and Chief Administrative Officer of the Company Director, Executive Vice President of Nomura Securities Co., Ltd. | |||||
| Apr. 2022 | Executive Officer and Chief Financial Officer of the Company Director, Executive Vice President of Nomura Securities Co., Ltd. | |||||
| Apr. 2024 | Executive Officer, Chief Financial Officer and Chief Transformation Officer of the Company Director, Executive Vice President of Nomura Securities Co., Ltd. | |||||
| Apr. 2025 | Executive Officer, Chief Financial Officer and Chief Transformation Officer of the Company Representative Director and Deputy President of Nomura Securities Co., Ltd. | |||||
| Jun. 2025 | Executive Officer and Chief Transformation Officer of the Company (Current) Representative Director and Deputy President of Nomura Securities Co., Ltd. (Current) | |||||
| Sotaro Kato (Oct. 9, 1969) |
Executive Officer Chief Risk Officer Director, Executive Vice President of Nomura Securities Co., Ltd. Director of Nomura Holding America Inc. |
Sep. 2002 | Joined the Company | |||
| Apr. 2020 | Executive Officer and Chief Risk Officer of the Company (based in New York) Director and Senior Corporate Managing Director of Nomura Securities Co., Ltd. | |||||
| Apr. 2025 | Executive Officer and Chief Risk Officer of the Company (based in New York) (Current) Director, Executive Vice President of Nomura Securities Co., Ltd (Current) | |||||
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| Name (Date of Birth) |
Responsibilities and Status within Nomura/ Other Principal Business Activities |
Business Experience | ||||
| Christopher Willcox (Feb. 25, 1968) |
Executive Officer Head of Wholesale Chairman of Investment Management |
May. 2014 | CEO of J.P. Morgan Asset Management Inc. | |||
| May. 2021 | Director and Co-CEO of Nomura Holding America Inc. Director, President and CEO of Nomura Securities International, Inc. Director, President and CEO of Nomura Global Financial Products Inc. | |||||
| Apr. 2022 | Director, President and CEO of Nomura Holding America Inc. Director, President and CEO of Nomura Securities International, Inc. Director, President and CEO of Nomura Global Financial Products Inc. | |||||
| Oct. 2022 | Executive Officer and Head of Wholesale of the Company (based in New York) | |||||
| Apr. 2025 | Executive Officer, Head of Wholesale and Chairman of Investment Management of the Company (based in New York) (Current) | |||||
| Hiroyuki Moriuchi (Aug. 22, 1976) |
Executive Officer Chief Financial Officer Director and Senior Corporate Managing Director of Nomura Securities Co., Ltd. |
Apr. 1999 | Joined the Company | |||
| Apr. 2023 | Senior Managing Director and Chief Strategy Officer of the Company Senior Managing Director of Nomura Securities Co., Ltd. | |||||
| Apr. 2025 | Senior Managing Director, Group Finance of the Company Senior Corporate Managing Director of Nomura Securities Co., Ltd. | |||||
| Jun. 2025 | Executive Officer and Chief Financial Officer of the Company (Current) Director and Senior Corporate Managing Director of Nomura Securities Co., Ltd. (Current) | |||||
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B. Compensation of Statutory Officers
Our compensation program for our Statutory Officers is outlined as follows. “Statutory Officers” refer to “Directors” and “Executive Officers.”
1. Compensation Policy
Compensation for Statutory Officers of NHI is subject to two policies: the Nomura Group compensation policy that applies to our employees and Statutory Officers (the “Basic Policy”), and the Compensation Policy for Directors and Executive Officers of NHI (the “Policy for Statutory Officers”) that applies to Statutory Officers. We have developed these policies to enable us to achieve sustainable growth, deliver long-term growth in shareholder value, deliver excellence to our clients, enhance our competitive strength in the global markets and enhance our reputation. The Compensation Committee reviews and updates these policies. We also have established Compensation Recovery Policy separately.
We have established a compensation policy for our officers and employees, including Senior Managing Directors of NHI and directors of our subsidiaries but exclude Directors and Executive Officers of NHI. This policy is referred to as our “Employee Policy.”
(1) Basic Policy
Compensation Governance
As a company with three Board Committees, as defined under Japanese companies act, NHI has established an independent statutory Compensation Committee which comprises primarily Outside Directors as members. The Committee has established both our Basic Policy and our Compensation Policy for Statutory Officers, based on which compensation for Directors and Executive Officers of NHI is determined.
With respect to the relevant policies and total compensation for our officers and employees other than NHI’s Statutory Officers, decisions regarding employment and remuneration matters are delegated to our “Human Resources Committee” (“HRC”) by the Executive Management Board of NHI. The HRC is chaired by the Group CEO and an individual appointed by the chairman, taking into account financial and risk management perspectives. The HRC determines above matters with support from respective remuneration committees in each region.
The HRC establishes the Compensation Recovery Policy of NHI to comply with, among others, the U.S. Securities Exchange Act of 1934, as amended, and determines matters with respect to compensation of covered officers who are statutory officers of NHI under Japanese law, and is responsible for the management, operation, interpretation and administration of such.
Compensation Policies and Practices for Nomura Group’s Talent
We recognize that our employees are key in pursuing our Purpose, which is “We aspire to create a better world by harnessing the power of financial markets.”
Compensation for Nomura Group’s Talent is designed to support achieving sustainable corporate growth, increasing corporate value over the medium and long-term and maintaining sound and effective risk management, while contributing to the interest of our shareholders. In addition, to ensure that we attract, retain, motivate and develop talent, the level and structure of remuneration takes into account the roles and responsibilities of individuals as well as the market pay levels in Japan and overseas, and in line with any relevant laws and regulatory expectations.
(i) Sustainable corporate growth and increasing corporate value over the medium and long-term
Our employee compensation policies aim to reinforce our corporate philosophy, to promote healthy corporate culture and behavior in line with our “Code of Conduct” and to align to our commitment to Environmental, Social and Governance (“ESG”) considerations.
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Based on a pay-for-performance principle, our employee compensation programs are designed to be sound and competitive in the market and aligned to our strategic objectives and the goal of sustainable growth and increasing corporate value over the medium and long-term.
(ii) Sound and effective risk management
We seek to maintain sound and effective risk management with an appropriate risk appetite. We update performance measurement metrics and indicators used for determining compensation by considering both financial and non-financial risks underlying each business. Qualitative factors such as conduct, compliance, professional ethics and corporate philosophy are also considered in determining the final amount of remuneration provided to each officer and employee, which may include a reduction in compensation as a result of disciplinary actions.
In addition, when granting compensation, it shall be specified that in the event of a material revision of financial statements or a material violation of applicable laws and regulations or Nomura Group rules and policies, compensation may be subject to reduction, suspension, forfeiture of rights, cancellation, offset by other compensation, or re-payment (so-called “clawback”).
(iii) Alignment of interests with shareholders
Certain of our officers and employees’ remuneration package includes stock-based compensation awards linked to share price of NHI with an appropriate deferral period applied, in order to align with shareholders’ interests.
Approval and Revision of the Basic Policy
The approval, amendment or repeal of the Basic Policy is governed by our Compensation Committee of NHI.
(2) Policy for Statutory Officers
Compensation of Directors and Executive Officers is divided into fixed compensation and performance-linked compensation, with fixed compensation consisting of base salary and performance-linked compensation consisting of an annual bonus and long-term incentive plans. In order to provide incentives for the improvement of medium to long-term corporate value and to align the interests of shareholders, a portion of the compensation is paid through stock-based compensation awards with specified deferral periods.
<Composition of Compensation for Directors and Executives>
| Fixed Compensation | Performance-linked Compensation | |||
| Base salary | Annual Bonuses | Long-term Incentive Plan | ||
Fixed Compensation
| • | Base salary is paid in cash and determined based on factors such as professional background, career history, responsibilities and compensation standards of related business fields. |
Performance-linked Compensation
| • | With respect to the Group CEO, given the overall responsibility of business execution of the Nomura Group, the basic amount of the performance-linked compensation is calculated based on the level of achievement in actual value(s) against the target value(s) of key performance indicator(s) and performance metrics that form the basis for their calculation. In addition, qualitative evaluation competitor benchmarking is also reflected when determining final annual bonus amount. |
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| • | With respect to Directors and other Executive Officers, the amount of annual bonus is determined with the annual bonus of Group CEO as standard baseline, taking into consideration roles and responsibilities, local remuneration regulations and compensation levels in each jurisdiction etc., in addition to a qualitative evaluation of individual performance. |
| • | Audit Committee members and Outside Directors are not bonus-eligible in order to maintain and ensure their independence from business execution. |
(i) Annual Bonuses
In principle, certain portion of any annual bonus payment should be deferred.
(ii) Long-term Incentive Plan
Payments under long-term incentive plans are made when a certain degree of achievements are accomplished.
Payments are made in stock-based compensation awards.
When granting compensation, in the event of voluntary resignation, a material revision of financial statements or a material violation of applicable laws and regulations or Nomura Group rules and policies, compensation of Directors and Executive Officers may be subject to reduction, suspension, forfeiture of rights, cancellation, offset by other compensation, or re-payment (so-called “clawback”).
(3) Employee Policy
Based on our “Basic Policy”, we have established our Employee Policy which applies to our officers and employees, including Senior Managing Directors of NHI and directors of subsidiaries of NHI but excluding our Statutory Officers of NHI.
Matters not provided for in our Employee Policy are governed by the provisions of our Basic Policy.
Compensation Governance
Supervised by the HRC, regional committees governing employee compensation are composed of representatives of Finance, Risk Management, Compliance, Human Resources, and other departments as appropriate. These regional committees implement our global compensation governance rules.
The proposed compensation of control function departments (such as Risk Management, Compliance, and Internal Audit) is not permitted to be determined by our front office business and performance evaluation of employees in these departments is not permitted to be determined solely by performance of the business supported by the individuals.
Compensation Policies and Practices
We recognize that our employees are key in pursuing our Purpose, which is “We aspire to create a better world by harnessing the power of financial markets.”
Compensation for our employees is designed to support achieving sustainable corporate growth, increasing corporate value over the medium and long-term and maintaining sound and effective risk management, while at the same time positively contributing to the interest of our shareholders. In addition, to ensure that we attract, retain, motivate and develop talent, the level and structure of remuneration takes into account the roles and responsibilities of individuals as well as market pay levels in Japan and overseas, in line with any relevant laws and regulatory expectations.
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(i) Sustainable corporate growth and increasing corporate value over the medium and long-term
The compensation policies for our employees aim to embody the Purpose which is “We aspire to create a better world by harnessing the power of financial markets” and our “Values of Entrepreneurial Leadership, Teamwork and Integrity”, to promote a healthy, diverse corporate culture and the right behavior in line with our “Code of Conduct” and to facilitate a greater alignment with ESG considerations.
Based on a pay-for-performance principle, our compensation programs are designed to be sound and competitive in the market and aligned to our strategic objectives and the goal of sustainable growth and increasing corporate value over the medium and long-term.
Compensation at Nomura reflects and aligns with the performance of the Nomura Group as a whole, its divisions, as well as individual employees, taking into account both business strategy and market considerations.
(ii) Sound and effective risk management
We seek to maintain sound and effective risk management with an appropriate risk appetite. We apply its performance measurement standards and indicators when determining compensation considering both financial and non-financial risks in each business, taking a holistic approach. Qualitative factors such as conduct, compliance, professional ethics and corporate philosophy are considered in determining the final amount of remuneration provided to each officer and employee, which may include a reduction in compensation.
The compensation package offered to our employees comprises two key elements:
| • | Fixed compensation—reflects the role, responsibilities and experience of the employee; and |
| • | Variable compensation—designed to incentivize performance, encourage the right behaviors and drive employee growth and development. For higher paid employees, a portion of variable compensation may be deferred, balancing short-term with our medium and long-term interests. |
We seek to balance the components of compensation between fixed and variable according to the employee’s role and seniority. In principle, the proportion of compensation that is deferred increases with employee’s compensation. Guaranteed compensation is allowed only in limited circumstances such as for new hires or, where allowed, strategic business needs. Multi-year guarantees are typically prohibited.
In addition, when granting compensation, it shall be specified that in the event of a material revision of financial statements or a material violation of applicable laws and regulations or Nomura Group rules and policies, employees’ compensation may be subject to reduction, suspension, forfeiture of rights, cancellation, offset by other compensation, or re-payment (so-called “clawback”).
(iii) Alignment of interests with shareholders
Deferred variable compensation intends to align the interests of employees and NHI shareholders, and to encourage a long-term, sustainable approach senior management and highly paid employees. For Nomura Group employees who receive a certain amount of remuneration, a portion of the remuneration is stock-based compensation awards linked to the price of NHI shares with an appropriate deferral period applicable, in order to align with shareholders’ interests.
Approval and Revision of the Employee Policy
The approval, amendment or repeal of the Employee Policy can be made by our HRC.
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2. Compensation for Statutory Officers
(1) Scheme of Compensation for Statutory Officers
The following picture presents scheme of compensation for Statutory Officers.
(2) Determination method of compensation
Compensation of Directors and Executive Officers is divided into fixed compensation and performance-linked compensation, with fixed compensation consisting of base salary and performance-linked compensation consisting of annual bonus and long-term incentive plans. With respect to the President and the Group CEO, the total compensation, which consists of fixed compensation and performance linked compensation, is determined by considering quantitative factors as well as qualitative factors including competitor benchmarking etc. With respect to the Directors and the Executive Officers, their Annual Bonus and Total Compensation are determined based on the ones of the Group CEO, reflecting individual roles and responsibilities, respective jurisdiction’s regulations and compensation level etc. in addition to the qualitative elements. For the Long-Term Incentive Plan, see “(3) Matters related to Stock Compensation and Non-Monetary Compensation (iii) PSU as the Long Term Incentive Plan.”
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(i) Quantitative elements
In order to ensure alignment with Nomura Group’s management vision and business strategy, we select key performance indicators and performance metrics that form the basis for its calculation. Additionally, we choose stock price-related indicators to promote alignment of interests with shareholders. In the current fiscal year, NHI achieved the target of 8-10% for ROE set for the year ended March 31, 2025.
| Type of elements | Item | Actual for the year ended March 31, 2025 | ||
| Profit and loss | Net revenue | ¥1,892.5 billion | ||
| Revenue cost coverage ratio(1) | 75.1% | |||
| Income before income taxes | ¥472.0 billion | |||
| Per share information | Earnings per Share (“EPS”) | ¥111.03 | ||
| Capital efficiency | ROE | 10.0% | ||
| Shareholder returns | Total Shareholder Return (“TSR”)(2) | 98.7% |
(Notes)
| 1. | Ratio calculated by dividing Total non-interest expenses by Net revenue |
| 2. | The value obtained by dividing the total of fluctuations in the price of NHI shares and dividends in the current fiscal year by the NHI share price at the end of the previous business year. |
(ii) Qualitative elements
To promote enhancement of Nomura Group’s corporate value and the realization of a sustainable society, we have selected strategic management, as well as initiatives related to community, talent, and DEI, as evaluation criteria.
(3) Matters relating to Stock Based Compensation and Non-Monetary Compensation
(i) Outline of current Stock Based Compensation Awards.
The outline of current Stock Based Compensation Awards is as follows.
| Type of award | Key features | |
| Restricted Stock Units (“RSUs”) |
• Introduced as the main form of Deferred Compensation since the year ended March 31, 2018.
• Settled in the Company’s common stock.
• Graded vesting period is set as three years in principle. | |
| Notional Stock Units (“NSUs”) |
• Linked to the price of the Company’s common stock and cash-settled in local currency.
• Graded vesting period is set as three years in principle. | |
| Performance Share Units (“PSUs”) |
• Introduced as the Long Term Incentive Plan since the year ended March 31, 2024.
• The number of shares to be awarded will be determined by depended on the degree of achievement of the performance targets of the three fiscal years.
• Performance evaluation period is set as three years or more in principle. | |
(ii) Stock Based Compensation as Non-Monetary Compensation
In principle, half of the aggregate amount of the Annual Bonus of the Statutory Officers is paid in deferred compensation and we use RSUs that qualify as non-cash compensation. Furthermore, the Company has introduced PSUs as a long-term incentive plan.
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(iii) PSU as the Long Term Incentive Plan
Under NHI’s PSU program, the base number of NHI shares to be granted is initially determined based on NHI’s performance and other factors each fiscal year. Following the performance period, the number of NHI shares to be awarded will vary from 0% to 150% of the base number of NHI shares depending on the degree of achievement of the performance targets for the three fiscal years. The settlement of the PSU will be primarily in NHI common shares held as treasury stock.
The performance indicators used in the evaluation are ROE and TSR. Please refer to the following for details.
Performance indicators selected as Basis of calculation
In order to enhance NHI’s corporate value over the medium to long term and to align NHI’s interests with those of its shareholders, a combination of ROE (average value over the performance evaluation period) and TSR (absolute value over the performance evaluation period) will be the basis to calculate the award amount.
Calculation Method for the base number of shares and the number of shares to be granted
| • | Calculation method for the base number of shares: |
The base number of NHI shares shall be calculated by dividing the amount determined with reference to the performance and qualitative evaluation of the target fiscal year, as well as competitor benchmarking with the NHI share price at the time of grant.
| • | Calculation method for the number of NHI shares to be granted: |
After the end of the performance evaluation period, the number of NHI shares to be granted will be calculated in accordance with the following method.
| • | Performance Evaluation Indicators and Grant Ratio |
| Performance Indicators |
Composition ratio |
Change in the grant ratio |
Evaluation method | |||
| ROE | 50% | 0%~150% | Calculated based on the actual (average) values for the three-year performance evaluation period | |||
| TSR | 50% | 0%~150% | Calculated based on the actual value (absolute value) during the three-year performance evaluation period | |||
The calculation methods for ROE and TSR, which form the basis for performance evaluation, are as follows:
<ROE>
If the actual average value for the performance evaluation period of three years reaches the management goal of 8% set by Nomura Group, a corresponding number of benchmark shares will be granted. However, if the actual value does not exceed either the lowest value of the past three business years, including the grant year, or 3%, no grant will occur. Additionally, if the actual value reaches 5%, 50% of the benchmark shares will be granted, and if it exceeds 12%, 150% of the benchmark shares will be granted.
<TSR>
If the actual value (absolute value) for the performance evaluation period of three years reaches 125%, a corresponding number of benchmark shares will be granted. However, if the actual value is 100% or below, no grant will occur. Furthermore, if the actual value exceeds 150%, 150% of the benchmark shares will be granted. The calculation process of the actual value is as follows:
3-Year TSR = (Closing Stock Price (B) + Total Dividends during the performance evaluation period) / Initial Stock Price (A)
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A: Initial Stock Price (Average closing price one month before the start of the performance evaluation period)
B: Final Stock Price (Average closing price one month before the end of the performance evaluation period)
| • | Calculation method for the number of NHI shares to be paid: |
The number of NHI shares to be granted is calculated by multiplying the base number of NHI shares by the weighted average of the grant ratio based on ROE and the grant ratio based on TSR. The base number of NHI shares for the PSU for the year ended March 31, 2025 has been calculated as 769,600 NHI shares, and the number of NHI shares when applying a payout rate of 150% is 1,154,500 shares.
| • | Performance evaluation period and payment schedule: |
The performance evaluation period shall be three years from the fiscal year in which the base number of PSUs is determined. After the performance evaluation period has concluded, the evaluation shall be finalized and the stock compensation based on PSUs shall be paid.
Delivery Method
The NHI shares awarded at the end of the performance period will be primarily issued from treasury stock.
(iv) Effect of payment of stock based compensation as deferred compensation
By providing equity-linked compensation as deferred compensation, the economic value of the compensation is linked to the stock price of NHI, and a certain vesting period is set.
| • | Alignment of interests with shareholders. |
| • | Medium to long term incentives and retention by providing an opportunity for the economic value of Deferred Compensation at the time of grant to be increased by a rise in shares during a period of time from grant to vesting. |
| • | Promotion of cross-divisional collaboration and cooperation by providing a common goal of increasing corporate value over the medium to long term. |
Due to these benefits, the active use of Deferred Compensation is also recommended by regulators in the key jurisdictions in which we operate.
With respect to Deferred Compensation in Nomura, a deferral period is generally three or more years from the following fiscal year or later. This is in line with the “Principles for Sound Compensation Practices” issued by the Financial Stability Board which recommends, among other things, a deferral period of three or more years.
3. Compensation for Statutory Officers
Pursuant to the fundamental approach and framework of compensation as described above, and as a company which adopts a committee-based corporate governance system, the Compensation Committee of NHI determines the compensation of NHI’s Statutory Officers in accordance with our compensation policies.
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(1) Aggregate Compensation for Statutory Officers
The following table presents a summary of aggregate compensation awarded to our Statutory Officers for the year ended March 31, 2025.
| Number(1) | Millions of yen | |||||||||||||||||||||||||||
| Year ended March 31, 2025 | ||||||||||||||||||||||||||||
| Fixed compensation | Performance-linked compensation | Total | ||||||||||||||||||||||||||
| Monetary compensation | Non-monetary compensation | |||||||||||||||||||||||||||
| Base salary(2) | Cash Bonuses | NSUs(3) | RSUs(3) | PSUs(3) | ||||||||||||||||||||||||
| Directors |
12 | ¥ | 355 | ¥ | 292 | ¥ | 100 | ¥ | — | ¥ | — | ¥ | 747 | |||||||||||||||
| (Outside Directors included in above) |
10 | (198 | ) | (— | ) | (— | ) | (— | ) | (— | ) | (198 | ) | |||||||||||||||
| Executive Officers |
7 | 607 | 2,273 | 1,426 | 97 | 197 | 4,600 | |||||||||||||||||||||
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| Total |
19 | ¥ | 962 | ¥ | 2,564 | ¥ | 1,527 | ¥ | 97 | ¥ | 197 | ¥ | 5,347 | |||||||||||||||
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| (1) | Includes two Directors retired in June 2024, and one Director who was appointed in the same month. There were ten Directors and seven Executive Officers as of March 31, 2025. Compensation to Directors who were concurrently serving as Executive Officers is included within “Executive Officers.” |
| (2) | The amount reflects voluntary salary return. |
| (3) | Represents deferred stock-based compensation awards granted in prior years recognized as expense in the Consolidated Financial Statement of Income for the year ended March 31, 2025. The expense of NSUs is remeasured to fair value at each balance sheet date, while the amounts of RSUs and PSUs are measured at fair value on the grant date. For more details, see Note.1 “Summary of accounting policies” in our consolidated financial statements. |
| (4) | Total compensation paid to Outside Directors for their services to subsidiaries of the Company was ¥80 million for the year ended March 31, 2025. |
(2) Compensation of Directors and Executive Officers receiving ¥100 million or above
The following table presents details of the compensation paid to our Statutory Officers for the year ended March 31, 2025 where such total amount given to the individual is ¥100 million or above. The total amount does not match above “(1) Aggregate Compensation for Statutory Officers” which is recorded as an accounting expense, as it reflects the resolution amount in the compensation committee.
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In order to ensure that Nomura Group attracts, retains, motivates and develops talent, the level and structure of remuneration takes into account the roles and responsibilities of individuals as well as the market pay levels in Japan and overseas, doing so in line with any relevant laws and regulatory expectations. Additionally, in order to provide incentives for the improvement of medium to long-term corporate value and to align the interests of shareholders, a portion of the compensation is paid through stock-related incentives with a specified deferral period. For more details, please refer to the above-mentioned “1. Compensation Policy (1) Basic Policy” and “(2) Policy for Statutory Officers.” In the current fiscal year, quantitative indicators were favorable, notably NHI achieved the target of 8-10% for ROE set for the year ended March 2025. Taking this into consideration, the amount of performance-linked compensation has been increased.
| Millions of yen | ||||||||||||||||||||||||
| Fixed Compensation |
Performance-linked Compensation | |||||||||||||||||||||||
| Name |
Company | Role |
Cash | Cash Bonuses |
RSUs or NSUs(1) |
PSUs(2) | Total | |||||||||||||||||
| Koji Nagai |
Nomura | Chairman of the Board of Directors | ¥ | 91.2 | ¥ | 291.5 | ¥ | 291.5 | ¥ | — | ¥ | 674.2 | ||||||||||||
| Kentaro Okuda(3) |
Nomura | Director, Representative Executive Officer (Group CEO) | ¥ | 109.4 | ¥ | 485.8 | ¥ | 485.8 | ¥ | 126.9 | ¥ | 1,207.9 | ||||||||||||
| Yutaka Nakajima(3) |
Nomura | Director, Representative Executive Officer |
¥ | 84.4 | ¥ | 267.2 | ¥ | 267.2 | ¥ | 69.8 | ¥ | 688.6 | ||||||||||||
| Toshiyasu Iiyama(3) |
Nomura | Executive Officer | ¥ | 82.8 | ¥ | 213.8 | ¥ | 213.8 | ¥ | — | ¥ | 510.3 | ||||||||||||
| Takumi Kitamura |
Nomura | Executive Officer | ¥ | 73.2 | ¥ | 98.4 | ¥ | 98.4 | ¥ | — | ¥ | 270.0 | ||||||||||||
| Sotaro Kato |
Nomura | Executive Officer | ¥ | 63.6 | ¥ | 81.7 | ¥ | 81.7 | ¥ | — | ¥ | 227.0 | ||||||||||||
| Yosuke Inaida(3) |
Nomura | Executive Officer | ¥ | 62.7 | ¥ | 39.2 | ¥ | 39.2 | ¥ | — | ¥ | 141.1 | ||||||||||||
| Willcox, Christopher |
Nomura | Executive Officer | ¥ | 114.4 | ¥ | 1,086.7 | ¥ | 1,086.7 | ¥ | — | ¥ | 2,287.8 | ||||||||||||
| (Equivalent in ’000 USD) | $ | (750.0 | ) | $ | (7,125.0 | ) | $ | (7,125.0 | ) | $ | — | $ | (15,000.0 | ) | ||||||||||
| (1) | As the payment is deferred over a period of three years following the grant, the amount stated herein differs from the compensation actually received by each individual during the year ended March 31, 2025. |
| (2) | Represents expenses recognized for the year ended March 31, 2025. |
| (3) | The amount reflects voluntary salary return. |
(3) Meetings of our Compensation Committee during the year
(i) Composition of Compensation Committee
Our Compensation Committee is composed of three members below.
Chairman: Taku Oshima (Outside Director)(1)
Member: Takahisa Takahara (Outside Director)
Member: Koji Nagai (Chairman of Board of Directors, Non-Executive Director)(2)
(1) Taku Oshima was appointed Chairman in place of Kazuhiko Ishimura on June 25, 2024.
(2) Koji Nagai is scheduled to resign as of June 24, 2025, and on the same date, Miyuki Ishiguro, an Outside Director, is slated to assume the position of committee member.
(ii) Deliberation matters and attendance status in the Compensation Committee
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The following table presents a summary of the meetings held by our Compensation Committee during the year ended March 31, 2025, a summary of key matters discussed, resolutions passed and attendance by members.
| Date |
Summary of the discussion and the resolution |
Attendance records of the member | ||||
| April 26, 2024 |
Resolution: | • The annual bonus and Long Term Incentive Plan for the year ended March 31, 2024. • Individual base salary of the Directors and Executive Officers effective from May. • The amendment for the Basic Policy. • The amendment for the Policy for Statutory Officers. |
All members attended | |||
| June 25, 2024 |
Resolution: | • The appointment of the Director with the right to convoke the board of directors meetings. • The Director who reports the executions of the committee’s duties to the board of the directors meetings. • Individual base salary of the Statutory Officers. • Granting RSUs and NSUs to the Statutory Officers. |
All members attended | |||
| Reporting: | • Schedule for current fiscal year. • The Basic Policy and the Policy for Statutory Officers and the • Compensation Recovery Policy. |
|||||
| September 27, 2024 |
Resolution: | • Granting PSUs to the Representative Executive Officers. |
All members attended | |||
| November 1, 2024 |
Resolution: | • Voluntary return of salary. |
All members attended | |||
| December 5, 2024 |
Resolution: | • Voluntary return of salary. |
All members attended | |||
| March 28, 2025 |
Resolution: | • Individual base salary of the Directors and Executive Officers effective from April. |
All members attended | |||
Through discussions and resolutions of the above topics, our Compensation Committee confirmed that compensation for our Directors and Executive Officers in respect of the year ended March 31, 2025 is appropriate and consistent with our relevant compensation policies. A summary of these meetings has been reported to the Board of Directors.
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Stock Acquisition Rights
The following table presents information regarding unexercised Stock Acquisition Rights (“SARs”) as of March 31, 2025.
| March 31, 2025 |
||||||||||||||||
| Series of SARs |
Allotment Date |
Number of Shares under SARs(1) |
Exercise Period of SARs |
Exercise Price per Share under SARs |
Paid-in Amount for SARs |
|||||||||||
| Stock Acquisition Rights No.77 |
June 9, 2017 | 143,200 | From April 20, 2020 to April 19, 2025 |
¥ | 1 | ¥ | 325 | |||||||||
| Stock Acquisition Rights No.78 |
June 9, 2017 | 77,900 | From April 20, 2021 to April 19, 2026 |
¥ | 1 | ¥ | 312 | |||||||||
| Stock Acquisition Rights No.79 |
June 9, 2017 | 112,800 | From April 20, 2022 to April 19, 2027 |
¥ | 1 | ¥ | 303 | |||||||||
| Stock Acquisition Rights No.80 |
June 9, 2017 | 12,700 | From April 20, 2023 to April 19, 2028 |
¥ | 1 | ¥ | 282 | |||||||||
| Stock Acquisition Rights No.81 |
June 9, 2017 | 28,200 | From April 20, 2024 to April 19, 2029 |
¥ | 1 | ¥ | 273 | |||||||||
| Stock Acquisition Rights No.85 |
November 20, 2018 | 936,300 | From November 20, 2020 to November 19, 2025 |
¥ | 573 | ¥ | 329 | |||||||||
| (1) | The number of NHI shares issuable under SARs is subject to adjustments under certain circumstances including stock splits. |
Pension, Retirement or Similar Benefits
See Note 13 “Employee benefit plans” in our consolidated financial statements included in this annual report.
C. Board Practices.
Information Concerning Directors
The Companies Act of Japan states that a Company with Three Board Committees (as defined below) must establish three committees; a nomination committee, an audit committee and a compensation committee. The members of each committee are chosen from the company’s directors, and the majority of the members of each committee must be outside directors. At a Company with Three Board Committees, the board of directors is entitled to establish the basic management policy for the company, has decision-making authority over certain prescribed matters, and supervises the execution by the executive officers of their duties. Executive officers and representative executive officers appointed by a resolution adopted by the board of directors manage the business affairs of the company, based on a delegation of authority by the board of directors.
The Company has a corporate governance structure that separates management oversight functions from business execution functions (“Company with Three Board Committees”). Through this governance structure, the Company aims to strengthen management oversight, increase the transparency of the Company’s management and expedite the decision-making process within the Nomura Group. The Company has, in addition to the Board of Directors and the Nomination/Audit/Compensation committees, established the “Board Risk Committee”, which is a non-statutory committee that has the purpose of deepening the oversight of risk management by the Board of Directors.
An outline of the Company’s Board of Directors, Nomination Committee, Audit Committee, Compensation Committee and Board Risk Committee is provided below.
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Board of Directors
The Company’s Board of Directors consists of Directors who are elected at a general meeting of shareholders and the Company’s Articles of Incorporation provide that the number of Directors shall not exceed twenty. The term of office of each Director expires upon the conclusion of the ordinary general meeting of shareholders with respect to the last fiscal year ending within one year after their appointment. Directors may serve any number of consecutive terms. From among its members, the Company’s Board of Directors elects the Chairman. The Company’s Board of Directors met eleven times during the year ended March 31, 2025. As a group, the Directors attended all of the total number of meetings of the Board of Directors during the year. The Board of Directors has the authority to determine the Company’s basic management policy and supervise the execution by the Executive Officers of their duties. Although the Board of Directors also has the authority to make decisions with regard to the Company’s business, most of this authority has been delegated to the Executive Officers by a resolution adopted by the Board of Directors. There are no Directors’ service contracts with the Company or any of its subsidiaries providing for benefits upon termination of employment. As of the date of submission, the members of the Board of Directors are Koji Nagai, Kentaro Okuda, Yutaka Nakajima, Shoji Ogawa, Laura Simone Unger, Victor Chu, J. Christopher Giancarlo, Patricia Mosser, Takahisa Takahara, Miyuki Ishiguro, Masahiro Ishizuka and Taku Oshima. Koji Nagai is the Chairman of the Board. The Company has proposed an agenda item titled “Appointment of Twelve Directors” as part of the agenda (Matters to be Resolved) for the 121st Annual General Meeting of Shareholders scheduled to be held on June 24, 2025. If this agenda item is approved, the members of the Board of Directors will be Koji Nagai, Kentaro Okuda, Yutaka Nakajima, Shoji Ogawa, Victor Chu, J. Christopher Giancarlo, Patricia Mosser, Takahisa Takahara, Miyuki Ishiguro, Masahiro Ishizuka, Taku Oshima (reappointment) and Nellie Liang (new appointment). Koji Nagai will be the Chairman of the Board.
Nomination Committee
The Nomination Committee, in accordance with law and the Company’s Regulations of the Nomination Committee, determines the details of any proposals concerning the election and dismissal of Directors to be submitted to general meetings of shareholders by the Board of Directors. The Nomination Committee met six times during the year ended March 31, 2025. As a group, the member Directors attended all of the meetings of the Nomination Committee during the year after their appointment as the members of the Nomination Committee. As of the date of submission, the members of the Nomination Committee are Outside Directors Taku Oshima and Takahisa Takahara, and Koji Nagai, a Director not concurrently serving as an Executive Officer. Taku Oshima is the Chairman of this Committee. After the resolution of the Board of Directors following the conclusion of the 121st Annual General Meeting of Shareholders scheduled to be held on June 24, 2025, the members of the Nomination Committee are expected to be Outside Directors Taku Oshima, Takahisa Takahara and Miyuki Ishiguro. Taku Oshima will be the Chairman of this Committee.
Audit Committee
The Audit Committee, in accordance with law and the Company’s Regulations of the Audit Committee, (i) audits the execution by the Directors and the Executive Officers of their duties and the preparation of audit reports and (ii) determines the details of proposals concerning the election, dismissal or non-reappointment of the accounting auditor to be submitted to general meetings of shareholders by the Board of Directors. With respect to financial reporting, the Audit Committee has the statutory duty to examine financial statements and business reports to be prepared by Executive Officers designated by the Board of Directors and is authorized to report its opinion to the ordinary general meeting of shareholders.
The Audit Committee met fourteen times during the fiscal year ended March 31, 2025. As a group, the member Directors attended 95% of the meetings of the Audit Committee during the year after their appointment as the members of the Audit Committee. As of the date of submission, the members of the Audit Committee are Outside Directors Masahiro Ishizuka and Victor Chu, and Shoji Ogawa, a full-time member of the Audit
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Committee and a Director not concurrently serving as an Executive Officer. Masahiro Ishizuka is the Chairman of this Committee. After the resolution of the Board of Directors following the conclusion of the 121st Annual General Meeting of Shareholders scheduled to be held on June 24, 2025, the members of the Audit Committee are expected to be Outside Directors Masahiro Ishizuka and Victor Chu, and Shoji Ogawa, a full-time member of the Audit Committee and a Director not concurrently serving as an Executive Officer. Masahiro Ishizuka will be the Chairman of this Committee.
Compensation Committee
The Compensation Committee, in accordance with law and the Company’s Regulations of the Compensation Committee, determines the Company’s policy with respect to the determination of the details of each Director and Executive Officer’s compensation. The Compensation Committee also determines the details of each Director and Executive Officer’s actual compensation. The Compensation Committee met six times during the year ended March 31, 2025. As a group, the member Directors attended all of the meetings of the Compensation Committee during the year after their appointment as the members of the Compensation Committee. As of the date of submission, the members of the Compensation Committee are Outside Directors Taku Oshima and Takahisa Takahara, and Koji Nagai, a Director not concurrently serving as an Executive Officer. Taku Oshima is the Chairman of this Committee. After the resolution of the Board of Directors following the conclusion of the 121st Annual General Meeting of Shareholders scheduled to be held on June 24, 2025, the members of the Compensation Committee are expected to be Outside Directors Taku Oshima, Takahisa Takahara and Miyuki Ishiguro. Taku Oshima will be the Chairman of this Committee.
Board Risk Committee
The Board Risk Committee is a non-statutory organ, in accordance with the Company’s Regulations of the Board Risk Committee, of which purpose is to assist the Board of Directors in supervising Nomura Group’s risk management and to contribute to sophistication of the risk management. At meetings of the Board Risk Committee, to further strengthen the risk management of Nomura Group, consent to the Risk Appetite Statement and the main design of the risk management framework, analysis of risk environment/verification results and future projections, supervision of overall execution of risk management and medium- to long-term risk strategies are mainly deliberated. The status of execution of the function in the Board Risk Committee is reported to the Board of Directors. The Board Risk Committee met five times during the year ended March 31, 2025. As a group, the member Directors attended all of the meetings of the Board Risk Committee during the year after their appointment as the members of the Board Risk Committee. As of the date of submission, the members of the Board Risk Committee are Outside Directors Laura Simone Unger, J. Christopher Giancarlo, Patricia Mosser and Miyuki Ishiguro, and Shoji Ogawa, a Director not concurrently serving as an Executive Officer. Laura Simone Unger is the Chairperson of this Committee. After the resolution of the Board of Directors following the conclusion of the 121st Annual General Meeting of Shareholders scheduled to be held on June 24, 2025, the members of the Board Risk Committee are expected to be Outside Directors Patricia Mosser, J. Christopher Giancarlo, Miyuki Ishiguro and Nellie Liang, and Shoji Ogawa, a Director not concurrently serving as an Executive Officer. Patricia Mosser will be the Chairperson of this Committee.
Limitation of Director Liability
In accordance with Article 33, Paragraph 2 of the Company’s Articles of Incorporation and Article 426, Paragraph 1 of the Companies Act of Japan, the Company may execute agreements with Directors (excluding a person who serves as an executive director, etc.) that limit their liability to the Company for damages suffered by the Company if they acted in good faith and without gross negligence. Accordingly, the Company has entered into agreements to limit Companies Act of Japan Article 423 Paragraph 1 liability for damages (“Limitation of Liability Agreements”) with each of the following Directors: Shoji Ogawa, Laura Simone Unger, Victor Chu, J. Christopher Giancarlo, Patricia Mosser, Takahisa Takahara, Miyuki Ishiguro, Masahiro Ishizuka and Taku Oshima. Liability under each such agreement is limited to either ¥20 million or the amount prescribed by laws
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and regulations, whichever is greater. Further, if the appointment of Nellie Liang is approved at the 121st Annual General Meeting of Shareholders scheduled to be held on June 24, 2025, the Company is planning to enter into the Limitation of Liability Agreement stated above with her.
Directors and Officers Liability Insurance Contracts
The Company has entered into directors and officers liability insurance contracts set forth in Article 430-3, Paragraph 1 of the Companies Act of Japan with insurance companies, which have persons such as directors, executive officers, senior managing directors, corporate auditors, and senior employees of the Company and its subsidiaries, etc. as insured persons. Under these insurance contracts, there will be an indemnification of losses, such as compensation for damages and litigation costs, incurred by an insured person due to a claim for loss or damage caused by an act (including an omission) carried out on the basis of the position, such as director or officer, held by the insured at the Company, and all insurance premiums of the insured have been entirely borne by the Company. However, there are certain exclusions applicable to such insurance contracts such as losses caused by a deliberately fraudulent or dishonest act of individuals such as directors/officers.
Information Concerning Executive Officers
Executive Officers of the Company are appointed by the Board of Directors, and the Company’s Articles of Incorporation provide that the number of Executive Officers shall not exceed forty-five. The term of office of each Executive Officer expires upon the conclusion of the first meeting of the Board of Directors convened after the ordinary general meeting of shareholders for the last fiscal year ending within one year after each Executive Officer’s assumption of office. Executive Officers may serve any number of consecutive terms. Executive Officers have the authority to determine matters delegated to them by resolutions adopted by the Board of Directors and to execute business activities.
D. Employees.
The following table shows the number of our employees as of the dates indicated:
| March 31, | ||||||||||||
| 2023 | 2024 | 2025 | ||||||||||
| Japan |
15,131 | 14,870 | 14,877 | |||||||||
| Europe |
2,937 | 3,053 | 3,133 | |||||||||
| Americas |
2,387 | 2,440 | 2,417 | |||||||||
| Asia and Oceania |
6,320 | 6,487 | 6,815 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total |
26,775 | 26,850 | 27,242 | |||||||||
|
|
|
|
|
|
|
|||||||
Business segments of the Nomura Group consist of three divisions: Wealth Management Division, Investment Management Division, and Wholesale Division, along with Other. As of March 31, 2025, we had 14,877 employees in Japan, including 7,045 in our Wealth Management Division, 1,127 in our Investment Management Division and 1,779 in our Wholesale Division. In overseas, we had 12,365 employees, of which 3,133 were located in Europe, 2,417 in the Americas, and 6,815 in Asia and Oceania.
As of March 31, 2025, 7,656 of Nomura Securities’ employees in Japan were members of the Nomura employees’ union, with which we have a labor contract. The Company and labor union communicate frequently in order to resolve labor-related matters.
We have not experienced any strikes or other labor disputes in Japan or overseas and consider our employee relations to be excellent.
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E. Share Ownership.
The following table shows the number of shares owned by our Directors and Executive Officers as of May 31, 2025. As of that date, none of them owned 1% or more of our issued and outstanding shares. None of the shares referred to below have different voting rights.
Directors
| Name |
Number of Shareholdings |
|||
| Koji Nagai |
512,942 | |||
| Kentaro Okuda |
498,097 | |||
| Yutaka Nakajima |
677,540 | |||
| Shoji Ogawa |
55,812 | |||
| Laura Simone Unger |
(1,000ADR | )(1) | ||
| Victor Chu |
— | |||
| J.Christopher Giancarlo |
— | |||
| Patricia Mosser |
(100ADR | )(1) | ||
| Takahisa Takahara |
881 | |||
| Miyuki Ishiguro |
— | |||
| Masahiro Ishizuka |
7,632 | |||
| Taku Oshima |
— | |||
|
|
|
|||
| Total |
1,752,904 | |||
|
|
|
|||
| (1) | ADRs are not included in the total. |
Executive Officers
| Name |
Number of Shareholdings |
|||
| Kentaro Okuda |
See above | (1) | ||
| Yutaka Nakajima |
See above | (1) | ||
| Toshiyasu Iiyama |
243,806 | |||
| Takumi Kitamura |
139,763 | |||
| Sotaro Kato |
42,957 | |||
| Yosuke Inaida |
215,423 | |||
| Christopher Willcox |
9,740 | |||
|
|
|
|||
| Total |
651,689 | |||
|
|
|
|||
| (1) | The number of shares owned by Executive Officers who are concurrently serving as Directors is not included in the total. |
For information regarding stock options granted to our Directors and Executive Officers, see Item 6.B “Compensation of Statutory Officers” of this annual report.
F. Disclosure of a registrant’s action to recover erroneously awarded compensation.
We identified a material weakness in our internal control over financial reporting during the quarter ended March 31, 2024, as a result of which certain of the Company’s annual and interim consolidated financial statements were restated on April 12, 2024. However, the Company has concluded that no recovery of erroneously awarded compensation is required under its compensation recovery policy required by the NYSE
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listing standards adopted pursuant to Rule 10D-1. The Company reached this conclusion because the Company’s policy applies to compensation received on or after October 2, 2023. No incentive compensation received on or after October 2, 2023 was based upon the attainment of a financial reporting measure affected by this restatement of the Company’s consolidated financial statements. (In each case, terms in the Company’s compensation recovery policy, as well as the foregoing disclosure, are defined consistently with Rule 10D-1.)
Item 7. Major Shareholders and Related Party Transactions
A. Major Shareholders.
According to a statement on Schedule 13G (Amendment No.11) filed by BlackRock, Inc. with the SEC on April 23, 2025, BlackRock, Inc. owned 227,858,398 shares, representing 7.2% of the issued shares of NHI shares. However, the Company has not confirmed the status of these shareholdings as of March 31, 2025.
According to a statement on Schedule 13G (Amendment No.4) filed by Sumitomo Mitsui Trust Group, Inc. with the SEC on February 5, 2024, Sumitomo Mitsui Trust Group, Inc. owned 171,021,800 shares, representing 5.4% of the issued shares of NHI shares. However, the Company has not confirmed the status of these shareholdings as of March 31, 2025. In October 2024, based on public disclosure, we understand that Sumitomo Mitsui Trust Holdings, Inc. changed its trade name to Sumitomo Mitsui Trust Group, Inc..
To our knowledge, we are not directly or indirectly owned or controlled by another corporation, by any government or by any other natural or legal person severally or jointly. We know of no arrangements the operation of which may at a later time result in a change of control of Nomura. Also as of March 31, 2025, there were 306 Nomura shareholders of record with addresses in the U.S., and those U.S. holders held 517,634,342 shares of NHI shares, representing 16.4% of the issued shares of NHI shares. As of March 31, 2025, there were 67,838,931 ADSs outstanding, representing 67,838,931 shares of NHI shares or 2.1% of the issued shares of NHI shares. Our major shareholders above do not have different voting rights.
B. Related Party Transactions.
Nomura Research Institute, Ltd.
NRI develops and manages computer systems and provides research services and management consulting services. We are one of the major clients of NRI.
Nomura’s ownership of NRI was 22.3%, 23.0% and 23.0% as of March 31, 2023, 2024 and 2025, respectively.
For the year ended March 31, 2025, we purchased ¥22,976 million worth of software and computer equipment and paid ¥44,239 million for other services to NRI, while we received ¥727 million from NRI.
For the year ended March 31, 2024, we purchased ¥15,367 million worth of software and computer equipment and paid ¥47,289 million for other services to NRI, while we received ¥764 million from NRI.
For the year ended March 31, 2023, we purchased ¥19,602 million worth of software and computer equipment and paid ¥45,046 million for other services to NRI, while we received ¥770 million from NRI.
Nomura has participated in a secondary offering at Nomura Research Institute as a seller on December 5, 2022, and sold 13,000,000 ordinary shares it held at ¥37,528 million to third parties. As a result of the transaction, a gain of ¥28.0 billion was recognized in earnings within Revenue—Other during the year ended March 31, 2023. NRI remains an equity method affiliate of NHI.
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Nomura Real Estate Holdings, Inc.
NREH is the holding company of the Nomura Real Estate Group which is primarily involved in the residential property development, leasing, investment management as well as other real estate-related activities.
Nomura’s ownership of NREH was 37.5%, 37.5% and 37.2% as of March 31, 2023, 2024 and 2025, respectively.
On April 10, 2025, Nomura sold certain owned land and buildings located in Takanawa 2-chome, Minato-ku, Tokyo, for effective utilization of its assets. The transaction counterparties included Nomura Real Estate Development Co., Ltd., a subsidiary of Nomura Real Estate Holdings, Inc., an affiliated company, and a third party financing company. As a result of the sale, a gain of approximately ¥56,144 million will be recognized through earnings in the consolidated financial statements for the first quarter of the fiscal year ending March 2026.
Directors
During the years ended March 31, 2023, 2024 and 2025, no loans that were outstanding were made to our directors and other related parties other than in the normal course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other customers, involving no more than the normal risk of collectability and presenting no other unfavorable features.
C. Interests of Experts and Counsel.
Not applicable.
Item 8. Financial Information
A. Consolidated Statements and Other Financial Information.
Financial Statements
The information required by this item is set forth in our consolidated financial statements included elsewhere in this annual report.
Legal Proceedings
For a discussion of our litigation and related matters, see Note 20 “Commitments, contingencies and guarantees” in the consolidated financial statements included in this annual report.
Dividend Policy
For our dividend policy, see Item 5.B “Liquidity and Capital Resources—Capital Management—Dividends” in this annual report.
B. Significant Changes.
Except as disclosed in this annual report, there have been no significant changes since March 31, 2025.
Item 9. The Offer and Listing
A. Offer and Listing Details.
See Item 9.C. “The Offer and Listing—Markets”.
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B. Plan of Distribution.
Not applicable.
C. Markets.
The principal trading market for the Company’s common stock is the Tokyo Stock Exchange. The Company’s common stock has been listed on the Tokyo Stock Exchange and the Nagoya Stock Exchange since 1961. The trading symbol on those trading markets is “8604.”
Since December 2001, the Company’s common stock has been listed on the NYSE in the form of ADSs evidenced by ADRs. Each ADS represents one share of common stock. The trading symbol is “NMR.” The Company’s common stock has been listed on the Singapore Stock Exchange since 1994. The trading symbol is “N33.”
D. Selling Shareholders.
Not applicable.
E. Dilution.
Not applicable.
F. Expenses of the Issue.
Not applicable.
Item 10. Additional Information
A. Share Capital.
Not applicable.
B. Memorandum and Articles of Association.
Register, Objects and Purposes in the Company’s Articles of Incorporation
Nomura Holdings, Inc. is incorporated in Japan and is registered in the Commercial Register (Shogyo Tokibo in Japanese) maintained by the Tokyo Legal Affairs Bureau.
Article 2 of the Company’s Articles of Incorporation, which is an exhibit to this annual report, states that the Company’s purpose is, by means of holding shares, to control and manage the business activities of domestic companies which engage in the following businesses and the business activities of foreign companies which engage in the businesses equivalent to the following businesses:
| (1) | Financial instruments business prescribed in the Financial Instruments and Exchange Law; |
| (2) | Banking business prescribed in the Banking Law and trust business prescribed in the Trust Business Law; and |
| (3) | Any other financial services and any business incidental or related to such financial services. |
| (4) | Other than as prescribed in the items above, any other business ancillary or related to survey and research in connection with the economy, financial or capital markets, or infrastructure or undertaking the outsourcing thereof. |
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Provisions Regarding the Company’s Directors
Although there is no provision in the Company’s Articles of Incorporation as to a Director’s power to vote on a proposal or arrangement in which the Director is materially interested, under the Companies Act and the Company’s Regulations of the Board of Directors, a Director must abstain from voting on such matters at meetings of the Board of Directors.
As a Company with Three Board Committees, the compensation of the Company’s Directors and Executive Officers is determined by the Compensation Committee (see Item 6.C. “Board Practices-Information Concerning Directors-Compensation Committee” in this annual report). The Compensation Committee establishes the policy with respect to the determination of the individual compensation (including variable compensation) of each of the Company’s Directors and Executive Officers and makes determinations in accordance with that compensation policy.
With respect to borrowing powers, these as well as other powers relating to the management of the business (with the exception of certain exclusions specified under the Companies Act) have been delegated to the Executive Officers by the Board of Directors as a Company with Three Board Committees.
There is no mandatory retirement age for the Company’s Directors under the Companies Act or the Company’s Articles of Incorporation.
There is no requirement concerning the number of shares an individual must hold in order to qualify him or her to serve as a Director of the Company under the Companies Act or the Company’s Articles of Incorporation.
Pursuant to the Companies Act and the Company’s Articles of Incorporation, the Company may, by a resolution adopted by the Company’s Board of Directors, release the liabilities of any Directors or Executive Officers to the Company for damages suffered by the Company due to their acts taken in good faith and without gross negligence, to the extent permitted by the Companies Act and the Company’s Articles of Incorporation. In addition, the Company may execute with Directors (excluding a person who serves as an executive director, etc.) agreements that limit their liabilities to the Company for damages suffered by the Company if they acted in good faith and without gross negligence, to the extent permitted by the Companies Act and the Company’s Articles of Incorporation. See Item 6.C. “Board Practices-Limitation of Director Liability” in this annual report.
Other Matters
For disclosures under the following items, see “Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934” which is an exhibit to this annual report: Item 10.B.3, B.4, B.5, B.6, B.7, B.8, B.9 and B.10.
C. Material Contracts.
Not applicable.
D. Exchange Controls.
Acquisition of Shares
The following summary is not intended to be a complete analysis of the prior notification or reporting requirements under Japanese foreign exchange regulations as a result of the acquisition by investors of shares of the Company. Potential investors should consult their own legal advisors on the consequences of the acquisition of shares of the Company, including specifically the applicable notification, reporting and other procedures and any available exemption therefrom under Japanese foreign exchange regulations.
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The Foreign Exchange and Foreign Trade Law of Japan and its related cabinet orders and ministerial ordinances (“Foreign Exchange Regulations”) governs certain aspects relating to the acquisition and holding of shares of the Company by “foreign investors,” as defined below.
If a foreign investor acquires shares of the Company and as a result of this acquisition directly or indirectly holds 1% or more of the issued shares of the Company, together with its existing holdings and those of other parties who have a close relationship with that foreign investor (the “closely-related person”), the foreign investor is, in general, required to report the acquisition to the Minister of Finance and any other competent ministers via the Bank of Japan within 45 days from the date of acquisition. If (i) the foreign investor or its closely-related person will not become a board member of the Company, (ii) the foreign investor will not propose, at a general shareholders meeting of the Company, a transfer or disposition of its business, and (iii) the foreign investor will not have access to any non-public information regarding the Company’s technologies in relation to its business, in general, a prior notification is exempted. However, it should be noted that foreign investors who have violated the Foreign Exchange Regulations, an order or administrative disposition under these regulations, or those prescribed by the Foreign Exchange Regulations as one for which there is a high need to carry out an examination, are not exempted from the requirement of prior notification.
“Foreign investors” are generally defined as (i) individuals who are not residents in Japan, (ii) corporations which are organized under the laws of foreign countries or whose principal offices are located outside Japan, (iii) corporations of which (a) 50% or more of the voting rights are held directly or indirectly by (i) and/or (ii) above, (b) a majority of officers consists of non-residents of Japan or (c) a majority of officers having the power of representation consists of non-residents of Japan, and (iv) partnerships or limited partnerships engaging in investment business, in which (a) 50% or more of the total amount of contributions are made directly or indirectly by (i) and/or (ii) above or (b) a majority of the managing partners are (i) and/or (ii) above.
Dividends and Proceeds of Sale
Under the Foreign Exchange Regulations, dividends paid on, and the proceeds of sales in Japan of, shares held by non-residents of Japan may in general be converted into any foreign currency and repatriated abroad. Under the terms of the deposit agreement pursuant to which ADSs of the Company will be issued, the depositary is required, to the extent that in its judgment it can convert yen on a reasonable basis into U.S. dollars and transfer the resulting U.S. dollars to the U.S., to convert all cash dividends that it receives in respect of deposited shares into U.S. dollars and to distribute the amount received (after deduction of applicable withholding taxes) to the holders of ADSs.
“Non-residents of Japan” are generally defined as individuals who are not resident in Japan and corporations whose principal offices are located outside Japan. Branches and other offices of Japanese corporations located outside Japan are considered non-residents of Japan, and branches and other offices located within Japan of non-resident corporations are considered residents of Japan.
E. Taxation.
U.S. Federal Income Taxation
This section describes the material U.S. federal income tax consequences of owning shares or ADSs. It applies to you only if you are a U.S. holder (as defined below), you acquire your shares or ADSs in an offering and you hold your shares or ADSs as capital assets for tax purposes. This discussion addresses only U.S. federal income taxation and does not discuss all of the tax consequences that may be relevant to you in light of your individual circumstances, including foreign, state or local tax consequences, estate and gift tax consequences, and tax consequences arising under the Medicare contribution tax on net investment income or the alternative minimum tax. This section does not apply to you if you are a member of a special class of holders subject to special rules, including:
| • | a dealer in securities, |
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| • | a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings, |
| • | a tax-exempt organization, |
| • | a life insurance company, |
| • | a person that actually or constructively owns 10% or more of the combined voting power of our voting stock or of the total value of our stock, |
| • | a person that holds shares or ADSs as part of a straddle or a hedging, conversion, integrated or constructive sale transaction, |
| • | a person that purchases or sells shares or ADSs as part of a wash sale for tax purposes, or |
| • | a person whose functional currency is not the U.S. Dollar. |
This section is based on the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations, published rulings and court decisions, all as currently in effect, as well as on the Income Tax Convention Between the U.S. and Japan (“Japan-U.S. Tax Treaty”). These laws are subject to change, possibly on a retroactive basis. In addition, this section is based in part upon the assumption that each obligation in the deposit agreement and any related agreement will be performed in accordance with its terms.
If an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes holds the shares or ADSs, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding the shares or ADSs should consult its tax advisor with regard to the U.S. federal income tax treatment of an investment in the shares or ADSs.
You are a U.S. holder if you are a beneficial owner of shares or ADSs and you are:
| • | a citizen or resident of the U.S., |
| • | a corporation created or organized in or under the laws of the U.S. or any political subdivision thereof, |
| • | an estate whose income is subject to U.S. federal income tax regardless of its source, or |
| • | a trust if a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust. |
You should consult your own tax advisor regarding the U.S. federal, state, local and other tax consequences of owning and disposing of shares and ADSs in your particular circumstances.
This discussion addresses only U.S. federal income taxation.
In general, and taking into account the earlier assumptions, for U.S. federal income tax purposes, if you hold ADRs evidencing ADSs, you will be treated as the owner of the shares represented by those ADSs. Exchanges of shares for ADRs, and ADRs for shares, generally will not be subject to U.S. federal income tax.
Taxation of Dividends
Subject to the passive foreign investment company (“PFIC”) rules discussed below, the gross amount of any distribution that we pay out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) is treated as a dividend that is subject to U.S. federal income taxation. If you are a non-corporate U.S. holder, dividends that constitute qualified dividend income will be taxable to you at the preferential rates applicable to long-term capital gains provided that you hold the shares or ADSs for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date and meet other holding period
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requirements. Dividends we pay with respect to the shares or ADSs generally will be qualified dividend income provided that, in the year that you receive the dividend, the shares or ADSs are either readily tradable on an established securities market in the United States or we are eligible for the benefits under the Japan-U.S. Tax Treaty. Our ADSs are listed on the NYSE which is considered an established securities market in the U.S. We therefore expect that dividends that we distribute on our ADSs will be qualified dividend income (provided that you satisfy the aforementioned holding period requirements). In addition, we believe that we are currently eligible for the benefits of the Japan-U.S. Tax Treaty and we therefore expect that dividends on the shares will be qualified dividend income (provided that you satisfy the aforementioned holding period requirements), but there can be no assurance that we will continue to be eligible for the benefits of the Treaty.
You must include any Japanese tax withheld from the dividend payment in this gross amount even though you do not in fact receive it.
The dividend is taxable when you, in the case of shares, or the depositary, in the case of ADSs, receive the dividend, actually or constructively. The dividend will not be eligible for the “dividends-received deduction” generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations. The amount of the dividend distribution that you must include in your income as a U.S. holder will be the U.S. Dollar value of the Japanese Yen payments made, determined at the spot Japanese Yen/U.S. Dollar rate on the date the dividend is distributed, regardless of whether the payment is in fact converted into U.S. Dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend is distributed to the date you, or the depositary on your behalf, convert the payment into U.S. Dollars will be treated as ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income. The gain or loss generally will be income or loss from sources within the U.S. for foreign tax credit limitation purposes. Distributions in excess of current and accumulated earnings and profits, as determined for U.S. federal income tax purposes, will be treated as a non-taxable return of capital to the extent of your basis in the shares or ADSs and thereafter as capital gain. However, we do not expect to calculate earnings and profits in accordance with United States federal income tax principles. Accordingly, you should expect generally to treat distributions we make as dividends.
Subject to certain limitations, the Japanese tax withheld in accordance with the Japan-U.S. Tax Treaty and paid over to Japan will be creditable against your U.S. federal income tax liability. Special rules apply in determining the foreign tax credit limitation with respect to dividends that are subject to the preferential tax rates. To the extent a refund of the tax withheld is available under Japanese law or the Japan-U.S. Tax Treaty, the amount of tax withheld that is refundable will not be eligible for credit against your U.S. federal income tax liability.
For foreign tax credit purposes, dividends will generally be income from sources outside the U.S. and will generally be “passive income” for purposes of computing the foreign tax credit allowable to you.
Sale or Disposition of Shares or ADSs
Subject to the PFIC rules discussed below, if you sell or otherwise dispose of your shares or ADSs, you will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference between the U.S. Dollar value of the amount that you realize and your tax basis, determined in U.S. Dollars, in your shares or ADSs. Capital gain of a non-corporate U.S. holder is generally taxed at preferential rates where the property is held for more than one year. The gain or loss will generally be income or loss from sources within the U.S. for foreign tax credit limitation purposes.
PFIC Rules
We do not expect our shares and ADSs to be treated as stock of a PFIC for U.S. federal income tax purposes, but this conclusion is a factual determination that is made annually and thus may be subject to change.
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Moreover, the application of the PFIC rules to a corporation, such as Nomura, that is primarily engaged in an active business as a securities dealer is not entirely clear.
In general, if you are a U.S. holder, we will be a PFIC with respect to you if for any taxable year in which you held our ADSs or shares:
| • | at least 75% of our gross income for the taxable year is passive income, or |
| • | at least 50% of the value, determined on the basis of a quarterly average, of our assets is attributable to assets that produce or are held for the production of passive income. |
Passive income generally includes dividends, interest, royalties, rents (other than certain rents and royalties derived in the active conduct of a trade or business), annuities and gains from assets that produce passive income. If a foreign corporation owns at least 25% by value of the stock of another corporation, the foreign corporation is treated for purposes of the PFIC tests as owning its proportionate share of the assets of the other corporation, and as receiving directly its proportionate share of the other corporation’s income.
If we are treated as a PFIC, and you did not make a mark-to-market election, as described below, you will be subject to special rules with respect to:
| • | any gain you realize on the sale or other disposition of your shares or ADSs, and |
| • | any excess distribution that we make to you (generally, any distributions to you during a single taxable, other than distributions in the first taxable year that you hold the shares or ADSs, year that are greater than 125% of the average annual distributions received by you in respect of the shares or ADSs during the three preceding taxable years or, if shorter, your holding period for the shares or ADSs that preceded the taxable year in which you receive the distribution). |
Under these rules:
| • | the gain or excess distribution will be allocated ratably over your holding period for the shares or ADSs, |
| • | the amount allocated to the taxable year in which you realized the gain or excess distribution, or to prior years before the first year in which we were a PFIC with respect to you, will be taxed as ordinary income, |
| • | the amount allocated to each other previous year will be taxed at the highest tax rate in effect for that year, and |
| • | the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such year. |
Special rules apply for calculating the amount of the foreign tax credit with respect to excess distributions by a PFIC.
If you own shares or ADSs in a PFIC that are regularly traded on a qualified exchange, they will be treated as marketable stock, and you may elect to mark your shares or ADSs to market. If you make this election, you will not be subject to the PFIC rules described above. Instead, in general, you will include as ordinary income each year the excess, if any, of the fair market value of your shares or ADSs at the end of the taxable year over your adjusted basis in your shares or ADSs. These amounts of ordinary income will not be eligible for the favorable tax rates applicable to qualified dividend income or long-term capital gains. You will also be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of your shares or ADSs over their fair market value at the end of the taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). Your basis in the shares or ADSs will be adjusted to reflect any such income or loss amounts.
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Your shares or ADSs will be treated as stock in a PFIC if we were a PFIC at any time during your holding period in your shares or ADSs, even if we are not currently a PFIC. For purposes of this rule, if you make a mark-to-market election with respect to your shares or ADSs, you will be treated as having a new holding period in your shares or ADSs beginning on the first day of the first taxable year beginning after the last taxable year for which the mark-to-market election applies.
In addition, notwithstanding any election you make with regard to the shares or ADSs, dividends that you receive from us will not constitute qualified dividend income to you if we are a PFIC (or treated as a PFIC with respect to you) either in the taxable year of the distribution or the preceding taxable year. Dividends that you receive that do not constitute qualified dividend income are not eligible for taxation at the preferential rates applicable to qualified dividend income. Instead, you must include the gross amount of any such dividend paid by us out of our accumulated earnings and profits (as determined for U.S. federal income tax purposes) in your gross income, and it will be subject to tax at rates applicable to ordinary income.
If you own shares or ADSs during any year that we are a PFIC with respect to you, you may be required to file Internal Revenue Service Form 8621.
Japanese Taxation
The following is a summary of the principal Japanese tax consequences to owners of shares of the Company who are non-resident individuals or non-Japanese corporations (“non-resident shareholders”) without a permanent establishment in Japan to which the relevant income is attributable. As tax laws are frequently revised, the tax treatments described in this summary are also subject to changes in the applicable Japanese laws and/or double taxation conventions occurring in the future, if any. This summary is not exhaustive of all possible tax considerations which may apply to specific investors under particular circumstances. Potential investors should, by consulting with their own tax advisers, satisfy themselves as to
| • | the overall tax consequences of the acquisition, ownership and disposition of shares or ADSs, including specifically the tax consequences under Japanese law, |
| • | the laws of the jurisdiction of which they are resident, and |
| • | any tax treaty between Japan and their country of residence. |
Generally, a non-resident shareholder is subject to Japanese withholding tax on dividends on the shares paid by the Company. A stock split is not subject to Japanese income or corporation tax, as it is characterized merely as an increase of number of shares (as opposed to an increase of value of shares) from Japanese tax perspectives. Conversion of retained earnings or legal reserve (but other than additional paid-in capital, in general) into stated capital on a non-consolidated basis is not characterized as a deemed dividend for Japanese tax purposes, and therefore such a conversion does not trigger Japanese withholding taxation (Article 2(xvi) of the Japanese Corporation Tax Law and Article 8(1)(xiii) of the Japanese Corporation Tax Law Enforcement Order).
Unless an applicable tax treaty, convention or agreement reducing the maximum rate of withholding tax applies, the rate of Japanese withholding tax applicable to dividends on listed shares such as those paid by the Company to non-resident shareholders is currently 15%, except for dividends paid to any individual shareholder who holds 3% or more of the issued shares for which the applicable rate is 20% (please refer to Article 170 and Article 213(1)(i) of the Japanese Income Tax Law and Article 9-3(1)(i) of the Japanese Special Tax Measures Law).
On December 2, 2011, the “Special measures act to secure the financial resources required to implement policy on restoration after the East Japan Earthquake” (Act No. 117 of 2011) was promulgated and special surtax measures on income tax were introduced to fund the restoration effort from the earthquake. Income tax and withholding tax payers will need to pay a surtax, calculated by multiplying the base income tax with 2.1% for
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25 years starting from January 1, 2013. As a result of the fractional tax rate increase, 15.315% is applicable until December 31, 2037. If a non-resident taxpayer is a resident of a country that Japan has tax treaty with, as described below, such non-residents will not be subject to the surtax to the extent that the applicable rate agreed in the tax treaty is lower than the aggregate domestic rate.
Japan has income tax treaties, conventions or agreements whereby the above-mentioned withholding tax rate is reduced, generally to 15% for portfolio investors, with, among others, Canada, Denmark, Finland, Germany, Ireland, Italy, Luxembourg, New Zealand, Norway, and Singapore. Under the Japan-U.S. Tax Treaty, the withholding tax rate on dividends is 10% for portfolio investors, provided that they do not have a permanent establishment in Japan, or if there is a permanent establishment, the shares with respect to which such dividends are paid are not effectively connected with such permanent establishment, and that they are qualified U.S. residents eligible to enjoy treaty benefits. It shall be noted that, under the Japan-U.S. Tax Treaty, withholding tax on dividends to be paid is exempt from Japanese taxation by way of withholding or otherwise for pension funds which are qualified U.S. residents eligible to enjoy treaty benefits unless such dividends are derived from the carrying on of a business, directly or indirectly, by such pension funds (please refer to Article 10(3)(b) of the Japan-U.S. Tax Treaty). In addition to the Japan-U.S. Tax Treaty, Japan currently has income tax treaties with, among others, the U.K., France, Australia, the Netherlands, Switzerland, Sweden and Belgium whereby the withholding tax rate on dividends is also reduced from 15% to 10% for portfolio investors.
Non-resident shareholders who are entitled to a reduced treaty rate of Japanese withholding tax on payment of dividends on the shares by the Company are required to submit the “Application Form for Income Tax Convention regarding Relief from Japanese Income Tax and Special Income Tax for Reconstruction on Dividends” or the “Application Form for Income Tax Convention regarding Relief from Japanese Income Tax and Special Income Tax for Reconstruction on Dividends with respect to Foreign Depositary Receipt”, as the case may be, in advance through the Company, which is the case for ADS holders, or (in cases where the relevant withholding taxpayer for the dividend payment is not the Company but a financial institution in Japan) through the financial institution, to the relevant tax authority before payment of dividends. Non-resident shareholders who receive dividends through a financial institution may select a simplified procedure with respect to dividends payable on or after January 1, 2014. Under such procedure, non-resident shareholders who submit the “Special Application Form for Income Tax Convention regarding Relief from Japanese Income Tax and Special Income Tax for Reconstruction on Dividends of Listed Stocks” to the relevant tax authority through a financial institution are deemed to have submitted the “Application Form for Income Tax Convention regarding Relief from Japanese Income Tax and Special Income Tax for Reconstruction on Dividends” mentioned above with respect to any dividend which will be paid by the Company to non-resident shareholders through the financial institution thereafter, provided that such non-resident shareholders shall notify the financial institution of certain information regarding the dividends before the payment of such dividends. Non-resident shareholders who do not submit an application in advance will be entitled to claim the refund of withholding taxes withheld in excess of the rate of an applicable tax treaty from the relevant Japanese tax authority. For Japanese tax purpose, the treaty rate normally applies superseding the tax rate under the domestic law. However, due to the so-called “preservation doctrine” under Article 3-2 of the Special Measures Law for the Income Tax Law, Corporation Tax Law and Local Taxes Law with respect to the Implementation of Tax Treaties, if the tax rate under the domestic tax law is lower than that promulgated under the applicable income tax treaty, then the domestic tax rate is still applicable. Consequently, if the domestic tax rate still applies, no treaty application is required to be filed.
Gains derived from the sale of shares outside Japan by a non-resident shareholder without a permanent establishment in Japan as a portfolio investor, are, in general, not subject to Japanese income or corporation taxes.
Japanese inheritance and gift taxes at progressive rates may be payable by an individual who has acquired shares as a legatee, heir or donee, even if the individual is not a Japanese resident.
You should consult your own tax advisers regarding the Japanese tax consequences of the acquisition, ownership and disposition of the shares and ADSs in your particular circumstances.
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F. Dividends and Paying Agents.
Not applicable.
G. Statement by Experts.
Not applicable.
H. Documents on Display.
The Company is subject to the informational requirements of the Securities Exchange Act of 1934 and, in accordance therewith, the Company will file with the Securities and Exchange Commission annual reports on Form 20-F within four months of the Company’s fiscal year-end and other reports and information on Form 6-K.
You can access the documents filed via the Electronic Data Gathering, Analysis, and Retrieval system on the SEC’s website (https://www.sec.gov).
I. Subsidiary Information.
Not applicable.
J. Annual Report to Security Holders
If we are required to provide an annual report to security holders in response to the requirements of Form 6-K, we will submit the annual report to security holders in electronic format in accordance with the EDGAR Filer Manual.
Item 11. Quantitative and Qualitative Disclosures about Market, Credit and Other Risk
Overview of Risk Management
The business activities of Nomura Group are exposed to various risks, including market risk, credit risk, operational risk, and other risks arising from external factors. Below is an outline of our risk management framework.
Risk Characteristics
Nomura recognizes that unexpected losses from business operations may erode the capital of Nomura Group due to various risks, including market risk, credit risk, operational risk, and model risk. Additionally, liquidity risk may arise if a decline in the Group’s creditworthiness or adverse market conditions make it difficult to secure necessary funding. Furthermore, strategic risk could affect current and future earnings, capital, liquidity, enterprise value, and the reputation of Nomura Group due to poor management decisions, hasty or mistaken business advancements, or inaction in response to changes within the industry or external environment. Additional risks that may affect Nomura are described in Item 3. D. “Risk Factors.”
Risk Management Policy
Nomura’s fundamental principle is that all employees should regard themselves as principals of risk management and actively engage in the management of risks at all organizational levels. Nomura’s aim is to promote a proactive risk management culture throughout the organization and to limit risks within its defined risk appetite.
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Risk Management Procedures
| • | Nomura calculates, aggregates, reports, and monitors management information related to risk to support sound decision-making. |
| • | The Risk Management Division and Finance Division are responsible for regularly compiling the status of positions in line with risk appetite and ensuring appropriate data management. |
| • | Management information spans various risk categories and is produced using multiple risk management techniques. |
| • | The risk management framework consists of risk appetite, governance and oversight, management of financial resources, management of risk categories, and processes to measure and control risks. |
Overview of Risk Management Structure
Nomura has established a framework designed to manage its risk aimed at maintaining financial soundness and enhancing enterprise value.
Three Line of Defense Framework:
| • | First Line of Defense: All executives and employees in the front office are primarily responsible for risk management. |
| • | Second Line of Defense: The risk management department supports and monitors first line activities and reports to senior management. |
| • | Third Line of Defense: The independent internal audit department examines and evaluates risk management activities and reports findings to the Audit Committee. |
Setting Risk Appetite:
Based on its management strategy, Nomura determines the types and levels of risk it is willing to assume and reviews these regularly. Nomura’s Risk Appetite is jointly submitted by the Chief Risk Officer (the “CRO”) and the Chief Financial Officer (the “CFO”) to the Executive Management Board (the “EMB”) for approval. It is then to be further reviewed at the Board Risk Committee (the “BRC”) based on the BRC’s authority to consent to the relevant proposal raised by the executive side.
Limit Frameworks
The establishment of robust limit monitoring and management is central to the appropriate monitoring and management of risk. The limit management frameworks incorporate escalation policies to facilitate approval of limits at appropriate levels of seniority. The Risk Management Division and the Finance Division are responsible for day-to-day operations of these limit frameworks including approval, monitoring, and reporting as required. Business units are responsible for complying with the agreed limits. Limits apply across a range of quantitative measures of risk and across risk categories such as market risk, credit risk and model risk.
Committee Governance
Nomura has an Executive Management Board (the “EMB”) as a body to deliberate on or determine management strategy, the allocation of the management resources and important management matters of Nomura. The Group Risk Management Committee (the “GRMC”) operates, upon delegation from the EMB, for the purpose of deliberating on or determining important matters concerning enterprise risk management of Nomura and thereby assuring the sound and effective management of Nomura’s businesses. The GRMC consists of the Group CEO, one representative executive officer other than the Group CEO appointed by the Committee
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Chairman, Chief Compliance Officer, Chief Risk Officer (the “CRO”), Chief Financial Officer (the “CFO”), Division Heads and persons designated by the Committee Chairman as the members of the Committee. An organizational framework and committee structure is in place to facilitate effective business operations and management of the firm’s risks.
Please also see Item 6.C. “Board Practices.—Information Concerning Directors” in this annual report for a description of the respective roles of the Board of Directors and the Board Risk Committee in risk management.
Risk Categories and Definitions
Nomura categorizes risks as follows and has established departments to manage each type:
| • | Financial Risk: Credit risk, market risk, model risk |
| • | Non-Financial Risk: Operational risk, reputational risk |
| • | Liquidity Risk: Liquidity risk |
| • | Other Risks: ESG (Environmental, Social, Governance), strategic risk and other risks |
Financial and non-financial risk are described in more detail below. For further information on funding and liquidity risk management, see Item 5.B. “Liquidity and Capital Resources.—Funding and Liquidity Management” in this annual report.
Credit Risk
Risk Characteristics
Credit risk is defined as the risk of loss arising from an obligor’s default, insolvency, or legal proceedings that prevent the obligor from fulfilling its contractual obligations according to the agreed terms. This includes both on and off-balance sheet exposures. It is also the risk of loss arising through credit valuation adjustment (“CVA”) associated with deterioration in the creditworthiness of a counterparty.
Risk Management Policy
Nomura has designed a risk management framework designed to allow it to take on appropriate credit risk in alignment with its risk appetite.
| • | Credit Risk Management (“CRM”) expresses the creditworthiness of a counterparty or debtor by assigning internal ratings based on the results of individual credit analyses. These internal ratings are linked to the probability of default (“PD”) and are used to calculate the amount of credit risk-weighted assets (“RWA”). |
| • | Credit exposures arising from counterparties are managed through credit limits set based on internal ratings. |
The scope of credit risk management includes transactions with counterparties, as well as loans, private equity investments, fund investments, investment securities, and various bonds and equities that are deemed to require credit risk management. Nomura’s credit risk primarily arises from derivative transactions and securities lending transactions.
Procedures
Credit risk management at Nomura is conducted through the following procedures:
| • | Internal Rating Assignment and Updates: |
CRM evaluates the creditworthiness of counterparties based on detailed due diligence and analysis concerning the counterparty’s business environment, competitiveness, and strengths and flexibility in
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management and finance. Credit analysts also consider the organizational structure of the target and any explicit or implicit credit enhancements. Credit analysts are responsible for assigning internal ratings and reviewing them at least once a year.
| • | Setting Credit Limits: |
CRM establishes credit limits for counterparties based on internal ratings.
| • | Exposure Management: |
Nomura’s credit risk management system records credit limits and credit exposures to counterparties. This allows CRM to monitor and manage the usage of credit limits, ensuring that appropriate reporting mechanisms are in place in case of limit breaches.
Overview of the Management Structure
Nomura manages credit risk at both the global and legal entity levels, establishing the following structure:
Policies, etc.:
| • | Under a risk management framework based on risk appetite, matters related to the basic policy on credit risk management, risk measurement methods, approval authority for credit limit setting, and monitoring are defined in global policies, standards, and procedures. |
| • | These policies are established with the approval of the GRMC, Group Risk Review Committee, or the Global Risk Strategic Committee, and they define the basic policy of credit risk management as well as the approval authority for credit limit setting. |
Credit Risk Management (CRM):
| • | CRM is a global organization within the Risk Management Division responsible for managing credit risk and reports to the CRO. |
| • | CRM is responsible for the implementation, maintenance and management of the policies. |
Credit Risk Mitigation Measures
Risk Characteristics and Risk Management Policy
| • | Please refer to “Credit Risk” |
Overview of Procedures and Structure
Master Netting Agreements
| • | Nomura enters into Master Netting Agreements with many counterparties, which consist of the standard agreements set forth by the International Swaps and Derivatives Association or similar contracts (collectively referred to as “Master Netting Agreements”). |
| • | By entering into Master Netting Agreements, Nomura is able to net receivables and payables, thereby reducing the potential loss amount arising from a counterparty’s default. |
Collateral Agreements
| • | To further reduce credit risk, Nomura utilizes collateral agreements. |
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| • | These agreements ensure that Nomura can receive collateral from counterparties at the commencement of transactions or in response to changes in exposure levels or other relevant circumstances. |
Credit Risk to Counterparties in Derivatives Transaction
The credit exposures arising from Nomura’s trading-related derivatives as of March 31, 2025 are summarized in the table below, showing the positive fair value of derivative assets by counterparty credit rating and by remaining contractual maturity. The credit ratings are internally determined by Nomura’s CRM.
| Billions of yen | ||||||||||||||||||||||||||||||||||||
| Years to Maturity | Cross- Maturity Netting(1) |
Total Fair Value |
Collateral obtained |
Replacement cost(3) |
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| Credit Rating |
Less than 1 year |
1 to 3 years |
3 to 5 years |
5 to 7 years |
More than 7 years |
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| (a) | (b) | (a)-(b) | ||||||||||||||||||||||||||||||||||
| AAA | ¥ | 4 | ¥ | 20 | ¥ | 8 | ¥ | 5 | ¥ | 160 | ¥ | (69 | ) | ¥ | 128 | ¥ | 1 | ¥ | 127 | |||||||||||||||||
| AA | 237 | 405 | 275 | 321 | 1,990 | (2,809 | ) | 419 | 66 | 353 | ||||||||||||||||||||||||||
| A | 397 | 334 | 235 | 168 | 909 | (1,641 | ) | 402 | 92 | 310 | ||||||||||||||||||||||||||
| BBB | 281 | 113 | 52 | 58 | 357 | (416 | ) | 445 | 176 | 269 | ||||||||||||||||||||||||||
| BB and lower | 81 | 168 | 63 | 40 | 42 | (221 | ) | 173 | 647 | — | ||||||||||||||||||||||||||
| Other(2) | 60 | 10 | 22 | 11 | 23 | (168 | ) | (42 | ) | 105 | — | |||||||||||||||||||||||||
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| Sub-total | ¥ | 1,060 | ¥ | 1,050 | ¥ | 655 | ¥ | 603 | ¥ | 3,481 | ¥ | (5,324 | ) | ¥ | 1,525 | ¥ | 1,087 | ¥ | 1,059 | |||||||||||||||||
| Listed | 1,231 | 121 | 123 | 29 | 0 | (1,062 | ) | 442 | 212 | 230 | ||||||||||||||||||||||||||
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| Total |
¥ | 2,291 | ¥ | 1,171 | ¥ | 778 | ¥ | 632 | ¥ | 3,481 | ¥ | (6,386 | ) | ¥ | 1,967 | ¥ | 1,299 | ¥ | 1,289 | |||||||||||||||||
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| (1) | Represents netting of derivative liabilities against derivatives assets entered into with the same counterparty across different maturity bands. Derivative assets and derivative liabilities with the same counterparty in the same maturity band are net within the relevant maturity band. Cash collateral netting against net derivative assets in accordance with ASC 210-20 “Balance Sheet—Offsetting” and ASC 815 “Derivatives and Hedging” is also included. |
| (2) | “Other” comprises unrated counterparties and certain portfolio level valuation adjustments not allocated to specific counterparties. |
| (3) | Zero balances represent instances where total collateral received is in excess of the total fair value; therefore, Nomura’s credit exposure is zero. |
Market Risk
Market risk is the risk of loss arising from fluctuations in market risk factors (such as interest rates, foreign exchange rates, and prices of securities) that result in changes in the value of financial assets and liabilities held (including off-balance-sheet items).
Overview of Market Risk Management Policy, Procedures, and Structure
Methods for Identifying, Evaluating, Managing, and Mitigating Risks, and Monitoring Hedge Effectiveness
| • | Nomura employs various statistical tools to measure and monitor market risk, including Value at Risk (“VaR”), Stress VaR, and Incremental Risk Charge. Sensitivity analysis and stress testing are also utilized as assessment tools. Sensitivities indicate the potential change in portfolio value due to standard shifts in market risk factors. These sensitivities are asset class-specific and are not typically aggregated across different risk factors. Stress testing allows for the analysis of portfolio risk and tail risk, incorporating non-linear effects and enabling aggregation across risk factors at any level of the organization, from group level to business divisions and trading desks. |
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| • | Market risk is monitored through daily reports and other management information provided to business units and senior management, ensuring compliance with established limits. The market risk management function is carried out by a dedicated market risk department that operates independently of the front office, creating a robust framework for the effective identification, analysis, reporting, and management of market risk. The utilization of market risk limits is reported in accordance with the Market Risk Limit Procedure, covering all levels of business hierarchy and legal entities. |
| • | If the utilization of market risk limits exceeds pre-approved thresholds, the front office collaborates with the market risk department to develop an action plan, obtain approval, and execute it. Any limit breaches are reported to relevant stakeholders and committees in accordance with established policies. |
Value at Risk (VaR)
VaR is a measure used to estimate the potential loss due to unfavorable movements in market factors such as equity prices, interest rates, credit spreads, foreign exchange rates, and commodity prices, along with their associated volatilities and correlations.
• Methodology Assumptions
Nomura uses a globally consistent VaR model for measuring total trading VaR across the organization. The historical simulation method is employed, applying historical market movements over a two-year period to current exposures to generate profit and loss distribution. This distribution is then utilized to estimate potential losses with required confidence levels. The one-day VaR is used for monitoring risk management and risk limits, while the ten-day VaR is applied in regulatory capital calculations. The VaR model maintains its reliability even when high-quality data is not available through a proxy logic system.
• VaR Backtesting
The performance of Nomura’s VaR model is regularly monitored to ensure its fitness for purpose. The main method for validating VaR is through backtesting, which involves comparing actual losses over one day to the corresponding VaR estimate. The backtest results are reviewed monthly by the Risk Management Division. No one-day losses exceeded the 99% VaR estimate during the 12 months prior to March 31, 2025.
• Limitations and Advantages of VaR
The primary advantage of VaR is its ability to aggregate risks across different asset classes. However, it is a backward-looking measure that inherently assumes that recent distribution and correlations adequately represent potential future movements. VaR is suitable for liquid markets but has limitations regarding rapidly changing market variables. Consequently, VaR may not fully capture the impact of significant adverse events. Nomura acknowledges these limitations and uses VaR as one component of a broader market risk management strategy.
VaR metrics: 95% Confidence Interval
One-day VaR data using the confidence level of 95% for the year ended March 31, 2025 is presented below.
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The following graph shows the daily VaR over the last six quarters for substantially all of Nomura’s trading positions:
The following tables show the VaR as of each of the dates indicated for substantially all of Nomura’s trading positions:
| Billions of yen | ||||||||
| As of | ||||||||
| March 31, 2024 |
March 31, 2025 |
|||||||
| Equity |
¥ | 3.3 | ¥ | 2.0 | ||||
| Interest rate |
2.6 | 2.1 | ||||||
| Foreign exchange |
2.1 | 1.5 | ||||||
|
|
|
|
|
|||||
| Subtotal |
8.0 | 5.6 | ||||||
| Less: Diversification Benefit |
(2.5 | ) | (1.8 | ) | ||||
|
|
|
|
|
|||||
| VaR |
¥ | 5.5 | ¥ | 3.8 | ||||
|
|
|
|
|
|||||
| Billions of yen | ||||||||
| For the twelve months ended | ||||||||
| March 31, 2024 |
March 31, 2025 |
|||||||
| Maximum daily VaR(1) |
¥ | 6.8 | ¥ | 6.9 | ||||
| Average daily VaR(1) |
5.6 | 5.2 | ||||||
| Minimum daily VaR(1) |
4.3 | 3.5 | ||||||
| (1) | Represents the maximum, average and minimum VaR based on all daily calculations for the year ended March 31, 2025. |
Non-Trading Risk
A major market risk in Nomura’s non-trading portfolio relates to equity investments held for the purpose of maintaining business relationships and promoting business over the long term. These equity investments are primarily influenced by fluctuations in the Japanese stock market. One method that can estimate the market risk in this portfolio is to analyze market sensitivity based on changes in the TOPIX, which is a leading index of prices of stocks on the Tokyo Stock Exchange.
Nomura conducts regression analysis based on fluctuations in the market prices of the equities held for the purpose of promoting business, in relation to TOPIX, over the past 90 days. Based on this analysis for each 10%
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change in the TOPIX, the fair value of Nomura’s operating equity investments held for operating purposes can be expected to change by ¥8.3 billion at the end of March 2024 and ¥7.7 billion at the end of March 2025. The TOPIX closed at 2,768.62 points at the end of March 2024 and at 2,658.73 points at the end of March 2025. This simulation analyzes data for the entire portfolio of equity investments held for operating purposes at Nomura and therefore actual results may differ from Nomura’s expectations because of price fluctuations of individual equities.
Operational Risk
Operational risk is defined as the risk of financial loss or non-financial impacts, such as violations of laws and regulations or deterioration of the reputation of Nomura, arising from inadequate or failed internal processes, people, systems, or from external events. This risk includes compliance, legal, IT and information security, cyber, fraud, third-party risks, and other non-financial risks. Although this definition excludes strategic risk (the risk of loss arising from poor strategic management decisions) and reputational risk, operational risks can still significantly affect the group’s reputation, creating a close relationship between operational and reputational risk.
Overview of Risk Management Policy and Procedures
Nomura has established a management framework for identifying, assessing, managing, monitoring, and reporting operational risk. This framework is supervised by the GRMC with delegated authority from the EMB. The operational risk management framework consists of the following components:
Foundation of the Risk Management Framework
| • | Policy Framework: Clearly establishes the fundamental principles for managing operational risk and details how adherence to these standards will be monitored. |
| • | Training and Awareness: Initiatives aimed at improving understanding of operational risk management throughout the organization. |
Key Risk Management Activities
| • | Event Reporting: A process used to identify and report events that lead to, or could potentially lead to, losses or gains arising from inadequate or failed internal processes, people, systems, or external events. |
| • | Risk and Control Self-Assessment (RCSA): This process involves identifying the inherent operational risks the business faces, evaluating the key controls established to mitigate those risks, and formulating additional measures as necessary. The Operational Risk Management (ORM) team is responsible for developing the RCSA process and supporting its implementation within business units. |
| • | Key Risk Indicators (KRI): Metrics used to monitor exposure to operational risk and trigger appropriate responses if predefined thresholds are breached. |
| • | Scenario Analysis: A process used to assess and quantify potential high-impact, low-probability operational risk events and identify actions necessary to enhance the control environment. |
Outputs from the Risk Management Activities
| • | Analysis and Reporting: A critical aspect of the ORM team’s role is to analyze and report on operational risk information provided by business units, and work with them to develop action plans for risk mitigation. |
| • | Operational Risk Capital Calculation: Nomura calculates the required operational risk capital in alignment with Basel regulations and local regulatory requirements. |
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Model Risk
Model Risk is the risk of financial loss, incorrect decision making, or damage to the firm’s credibility arising from model errors or the incorrect or inappropriate application of models. To effectively manage Model Risk, Nomura has established a Model Risk Management Framework that governs the development, management, validation, approval, usage, ongoing monitoring, and periodic review of the firm’s models.
Key aspects of the Framework are as follows:
| • | Model Development and Validation: Prior to the introduction of new models and any material changes to approved models, independent validation is required from a team separate from the model development team. The thresholds for determining the materiality of model changes are defined in the procedures of Model Risk Management. |
| • | Independent Validation: The model validation team evaluates the appropriateness of the models through various analyses, identifies model limitations, and quantifies the associated model risk. This process ensures the reliability and safety of the models. |
| • | Risk Mitigation: At the time of approval by the Model Validation Team, conditions such as usage restrictions, model reserves, and capital adjustments are applied to mitigate risk. This ensures that the models are financially sound. |
| • | Periodic Evaluation and Monitoring: Approved models undergo regular validation procedures, with ongoing performance monitoring playing a crucial role in continuously assessing the appropriateness of the models. |
| • | Governance and Approval: The Model Risk Management Committee is responsible for Model Risk Management provide overall oversight, scrutiny, governance, and ultimate approval of validated models. |
Through these measures, Nomura has established a robust management structure for Model Risk, enhancing its ability to identify and manage both financial and non-financial risks effectively.
Item 12. Description of Securities Other Than Equity Securities
A. Debt Securities
Not applicable.
B. Warrants and Rights
Not applicable.
C. Other Securities
Not applicable.
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D. American Depositary Shares
Fees payable by ADR Holders
The following table shows the fees and charges that a holder of the Company’s ADR may have to pay, either directly or indirectly:
| Type of Services: |
Amount of Fee (U.S. Dollars) | |
| Taxes and other governmental charges | As applicable. The depositary may offset any taxes or governmental charges it is obligated to withhold, if applicable, against the proceeds from sale of the property received. | |
| Transfers of the Company’s shares to or from the name of the depositary (or its nominee) or the Custodian (or its nominee) in connection with deposits or withdrawals |
Such registration fees as may be in effect for the registration of transfers of the Company’s shares on the Company’s share register (or any entity that presently carries out the duties of registrar). | |
| Cable, telex and facsimile transmission expenses | As applicable. | |
| Expenses incurred by the depositary in the conversion of foreign currency |
As applicable. | |
| Execution and delivery of Receipts in connection with deposits, stock splits or exercise of subscription rights |
$5.00 or less per 100 ADSs (or portion thereof). | |
| Surrender of Receipts in connection with a withdrawal or termination of the Deposit Agreement |
$5.00 or less per 100 ADSs (or portion thereof). | |
| Any cash distribution pursuant to the Deposit Agreement, including, but not limited to, cash distribution(s) made in connection with cash dividends; distributions in securities, property or subscription rights; and stock splits. |
$.02 or less per ADS (or portion thereof). Only the cash amounts net of this fee, if applicable, are distributed. | |
| Distribution by the depositary of securities (other than common shares of the Company) that accrued on the underlying shares to owners of the Receipts |
Treating for the purpose of this fee all such securities as if they were common shares of the Company, $5.00 or less per 100 ADSs (or portion thereof). | |
| General depositary services | $.02 or less per ADS (or portion thereof), accruing on the last day of each calendar year, except where the fee for cash distribution described above was assessed during that calendar year. | |
| Any other charge payable by the depositary, any of the depositary’s agents, including the Custodian, or the agents of the depositary’s agents in connection with the servicing of the Company’s shares or other deposited securities |
As applicable. | |
Fees paid to Nomura by the depositary
The Bank of New York Mellon, as depositary, has agreed to pay all its standard out-of-pocket administration and maintenance expenses for providing services to the registered shareholders and up to 100,000 non-registered shareholders of ADRs. From April 1, 2024 to March 31, 2025, the Bank of New York Mellon has waived a total of $202,426.70 in fees (including $71,771.67 in connection with the expenses related to the Annual General Meeting of Shareholders) associated with the administration of the ADR program and administrative fees for routine corporate actions and for providing investor relations information services.
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PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
None.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
None.
Item 15. Controls and Procedures
Disclosure Controls and Procedures.
Our Disclosure Committee is responsible for the establishment and maintenance of our disclosure controls and procedures. As of March 31, 2025, an evaluation was carried out under the supervision and with the participation of our management, including our Group Chief Executive Officer and Chief Financial Officer, and the Disclosure Committee, of the effectiveness of the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, our Group Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2025, our disclosure controls and procedures were effective.
Management’s Annual Report on Internal Control Over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934). Our management, with the participation of our Group Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting using the criteria set forth in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that our internal control over financial reporting was effective as of March 31, 2025.
Our independent registered public accounting firm, Ernst & Young ShinNihon LLC, has issued an attestation report on the effectiveness of our internal control over financial reporting, which appears on page F-4 of this annual report.
Changes in Internal Control Over Financial Reporting.
Our management also carried out an evaluation, with the participation of our Group Chief Executive Officer and Chief Financial Officer, of changes in our internal control over financial reporting during the year ended March 31, 2025. Based upon that evaluation, there was no change in our internal control over financial reporting during the year ended March 31, 2025 that has materially affected, or is reasonably likely to affect, our internal control over financial reporting.
Item 16A. Audit Committee Financial Expert
The Company’s Board of Directors has determined that Mr. Masahiro Ishizuka, Chairman of the Audit Committee, qualifies as an “audit committee financial expert” as such term is defined by the General Instructions for Item 16A of Form 20-F. Additionally, Mr. Masahiro Ishizuka meets the independence requirements applicable to him under Section 303A.06 of the NYSE Listed Company Manual. For a description of their business experience, see Item 6.A “Directors and Senior Management.—Directors” in this annual report.
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Item 16B. Code of Ethics
In December 2019, we adopted a new code of ethics (as defined in Item 16B of Form 20-F) consisting of the “Nomura Group Code of Conduct” and the “Nomura Group Code of Ethics for Financial Professionals”, which replaced our prior code of ethics. The Code of Conduct is periodically reviewed to better respond to the changes in the social and economic circumstances surrounding the Nomura Group and to meet the expectations of our stakeholders. In March 2025, we revised the previous version of “Nomura Group Code of Conduct”to strengthen mutual support and enhance risk management. A copy of the “Nomura Group Code of Conduct” is attached to this annual report as Exhibit 11.1 and a copy of the “Nomura Group Code of Ethics for Financial Professionals” is attached to this annual report as Exhibit 11.2.
Item 16C. Principal Accountant Fees and Services
Ernst & Young ShinNihon LLC has been our principal accountant for the last twenty-three fiscal years. The table set forth below contains the aggregate fees billed for each of the last two fiscal years by our principal accountant in each of the following categories: (i) Audit Fees, which are fees for professional services for the audit or review of our financial statements or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years, (ii) Audit-Related Fees, which are fees for assurance and related services that are related to the performance of the audit or review of our financial statements and are not reported as Audit Fees, (iii) Tax Fees, which are fees for professional services provided for tax compliance, tax advice and tax planning, and (iv) All Other Fees, which are fees for products and services other than Audit Fees, Audit-Related Fees and Tax Fees, such as advisory services concerning risk management and regulatory matters.
| Millions of yen | ||||||||
| Year ended March 31 | ||||||||
| 2024 | 2025 | |||||||
| Audit Fees |
¥ | 4,282 | ¥ | 4,907 | ||||
| Audit-Related Fees |
261 | 148 | ||||||
| Tax Fees |
294 | 213 | ||||||
| All Other Fees |
51 | 103 | ||||||
|
|
|
|
|
|||||
| Total |
¥ | 4,888 | ¥ | 5,371 | ||||
|
|
|
|
|
|||||
Audit-Related Fees included fees for consultations on accounting issues relating to our business. Tax Fees included fees for services relating to tax planning and compliance. All Other Fees included fees for services relating to advice with respect to regulations and disclosures under the Financial Instruments and Exchange Act in connection with our underwriting business.
In accordance with the regulations of the Securities and Exchange Commission issued pursuant to Sections 202 and 208 of the Sarbanes-Oxley Act of 2002, our Audit Committee has adopted a pre-approval policy regarding the engagements of our principal accountant. Under the pre-approval policy, there are two types of pre-approval procedures, “General Pre-Approval” and “Specific Pre-Approval.”
Under “General Pre-Approval,” our CFO in conjunction with our principal accountant must make a proposal to our Audit Committee for the types of services and estimated fee levels of each category of services to be generally pre-approved. Such a proposal must be made at least annually. The Audit Committee will discuss the proposal and if necessary, consult with outside professionals as to whether the proposed services would impair the independence of our principal accountant. If such proposal is accepted, the Audit Committee will inform our CFO and principal accountant of the services that have been pre-approved and are included in a “General Pre-Approved List.” Our Audit Committee is informed of each such service that is provided.
Under “Specific Pre-Approval,” if any proposed services are not on the General Pre-Approved List, our CFO is required to submit an application to the Audit Committee for such services. After reviewing the details
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and estimated fee levels for each engagement and if necessary, consulting with outside professionals as to whether the proposed services would impair the independence of the principal accountant, the Audit Committee may make a specific pre-approval decision on these services. Also, if any approved services in the General Pre-Approved List exceed the fee levels prescribed on the List, our CFO is required to submit an application to the Audit Committee for new fee levels for such services. The Audit Committee may make a pre-approval decision after reviewing the details of the services and the estimated fee levels for each engagement.
None of the services described in the first paragraph under this Item 16C were waived from the pre-approval requirement pursuant to Rule 2-01(c)(7)(i)(C) of Regulation S-X.
Item 16D. Exemptions from the Listing Standards for Audit Committees
Not applicable.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
During the year ended March 31, 2025, we acquired 20,657 shares of NHI shares by means of repurchase of shares constituting less than one unit upon the request of the holders of those shares and 63,503,000 shares under a share buyback program in accordance with Article 459-1 of the Companies Act. For an explanation of the right of our shareholders to demand such repurchases by us, see “Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934” which is an exhibit to this annual report. As of March 31, 2025, we had 2,956,588,117 outstanding shares of NHI shares excluding 206,974,484 shares held as treasury stock.
The following table sets forth certain information with respect to our purchases of NHI shares during the year ended March 31, 2025.
| Month |
Total Number of Shares Purchased |
Average Price Paid per Share (in yen) |
Total Number of Shares Purchased as Part of Publicly Announced Program |
Maximum Number of Shares that May Yet Be Purchased Under the Program |
||||||||||||
| April 1 to 30, 2024 |
36,576,690 | ¥ | 926 | 36,574,800 | 42,201,600 | |||||||||||
| May 1 to 31, 2024 |
22,346,869 | 923 | 22,345,100 | 19,856,500 | ||||||||||||
| June 1 to 30, 2024 |
4,585,726 | 978 | 4,583,100 | 15,273,400 | ||||||||||||
| July 1 to 31, 2024 |
2,866 | 954 | — | — | ||||||||||||
| August 1 to 31, 2024 |
1,464 | 814 | — | — | ||||||||||||
| September 1 to 30, 2024 |
1,172 | 812 | — | — | ||||||||||||
| October 1 to 31, 2024 |
1,279 | 788 | — | — | ||||||||||||
| November 1 to 30, 2024 |
697 | 876 | — | — | ||||||||||||
| December 1 to 31, 2024 |
2,205 | 913 | — | — | ||||||||||||
| January 1 to 31, 2025 |
1,498 | 932 | — | — | ||||||||||||
| February 1 to 28, 2025 |
1,232 | 1,013 | — | — | ||||||||||||
| March 1 to 31, 2025 |
1,959 | 967 | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
63,523,657 | ¥ | 929 | 63,503,000 | — | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
On January 31, 2024, a resolution of the Board of Directors authorized the Company to purchase up to 125,000,000 shares of NHI shares or to a maximum of ¥100 billion during the period from February 16, 2024 through September 30, 2024.
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Nomura recognizes the need to set out flexible financial strategies that allow the Board of Directors to respond quickly to any changes in the business environment and is looking into implementing further share buybacks. Details will be announced when finalized.
On April 25, 2025, we announced a resolution of the Board of Directors to establish a share buyback program in accordance with Article 459-1 of the Companies Act. The period of repurchase under the program is from May 15, 2025 to December 30, 2025, and we are authorized to purchase up to 100,000,000 shares of NHI shares or to a maximum of ¥60 billion.
As of May 31, 2025, 2,978,393,889 shares of NHI shares were outstanding, excluding 185,168,712 shares held as treasury stock.
Item 16F. Change in Registrant’s Certifying Accountant
Not applicable.
Item 16G. Corporate Governance
Companies listed on the NYSE must comply with certain standards regarding corporate governance under Section 303A of the NYSE Listed Company Manual. However, listed companies that are foreign private issuers, such as the Company, are permitted to follow home country practice in lieu of certain provisions of Section 303A.
The following table shows the significant differences between the corporate governance practices followed by U.S. listed companies under Section 303A of the NYSE Listed Company Manual and those followed by the Company. The information set forth below is current as of the date of this annual report.
| Corporate Governance Practices Followed by NYSE-listed U.S. Companies |
Corporate Governance Practices Followed by the Company | |
| A NYSE-listed U.S. company must have a majority of Directors meeting the independence requirements under Section 303A of the NYSE Listed Company Manual. | Under the Companies Act, a company which adopts the Company with Three Board Committees structure is not required to have a majority of outside directors, but is required to have a majority of outside directors on each of the audit, nomination and compensation committees.
The Company currently has eight outside directors among its twelve Directors. | |
| A NYSE-listed U.S. company must have an audit committee that satisfies the requirements under Section 303A of the NYSE Listed Company Manual, including those imposed by Rule 10A-3 under the U.S. Securities Exchange Act of 1934. The audit committee must be composed entirely of independent directors and have at least three members. | The Company has an Audit Committee consisting of three Directors, two of whom are outside directors in compliance with the requirements under the Companies Act. All three Audit Committee members are independent directors under Rule 10A-3 under the U.S. Securities Exchange Act of 1934 with one member qualified as audit committee financial expert. | |
| A NYSE-listed U.S. company must have a nominating/corporate governance committee with responsibilities described under Section 303A of the NYSE Listed Company Manual. The nominating/corporate governance committee must be composed entirely of independent directors. | The Company has a Nomination Committee in compliance with the requirements under the Companies Act, consisting of three Directors, two of whom are outside directors. Further, after the resolution of the Board of Directors following the conclusion of the 121st Annual General Meeting of Shareholders scheduled to be held on June 24, 2025, all three members are scheduled to become outside directors. Additionally, the Company appoints an outside director as the chairman of the Committee. | |
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| Corporate Governance Practices Followed by NYSE-listed U.S. Companies |
Corporate Governance Practices Followed by the Company | |
| A NYSE-listed U.S. company must have a compensation committee composed entirely of independent directors. Compensation committee members must satisfy the additional independence requirements under Section 303A.02(a)(ii) of the NYSE Listed Company Manual. A compensation committee must also have authority to retain or obtain the advice of compensation and other advisers, subject to prescribed independence criteria that the committee must consider prior to engaging any such adviser. | The Company has a Compensation Committee in compliance with the requirements under the Companies Act, consisting of three Directors, two of whom are outside directors. Further, after the resolution of the Board of Directors following the conclusion of the 121st Annual General Meeting of Shareholders scheduled to be held on June 24, 2025, all three members are scheduled to become outside directors. Additionally, the Company appoints an outside director as the chairman of the Committee. | |
| A NYSE-listed U.S. company must generally obtain shareholder approval with respect to any equity compensation plan. | Under the Companies Act, companies with three Board Committees are not required to obtain shareholder approval with respect to compensation of Directors and Executive Officers, including RSUs and PSUs. The Company’s Compensation Committee establishes policies, based on which individual compensation for Directors and Executive Officers is determined, and the Company’s Human Resources Committee establishes policies for determining compensation for officers and employees other than the Company’s Directors and Executive Officers. Additionally, under the Companies Act, shares granted in connection with RSUs and PSUs do not require shareholder approval unless offered at a favorable price. | |
| A NYSE-listed U.S. company must adopt and disclose corporate governance guidelines. | Under the Companies Act, the Company is not required to adopt and disclose corporate governance guidelines. However, in response to Japan’s Corporate Governance Code, which was incorporated into the Tokyo Stock Exchange’s Securities Listing Regulations, the Company has established and publicly disclosed the “Nomura Holdings Corporate Governance Guidelines.” | |
| The non-management directors of a NYSE-listed U.S. company must meet at regularly scheduled executive sessions without management. | Under the Companies Act, outside directors of the Company are not required to meet at regularly scheduled executive sessions without management. However, in accordance with the “Nomura Holdings Corporate Governance Guidelines,” outside directors hold meetings consisting solely of outside directors in order to discuss matters such as the business and corporate governance of the Company. | |
| A NYSE-listed U.S. company must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers. | Under the Companies Act, the Company is not required to adopt and disclose a code of business conduct and ethics for directors, officers or employees. However, the Company has adopted the “Nomura Group Code of Conduct.” Please see Item 16B of Form 20-F for further information regarding the “Nomura Group Code of Conduct.” | |
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Item 16H. Mine Safety Disclosure
Not applicable.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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Table of Contents
PART III
Item 17. Financial Statements
In lieu of responding to this item, we have responded to Item 18 of this annual report.
Item 18. Financial Statements
The information required by this item is set forth in our consolidated financial statements included in this annual report.
Item 19. Exhibits
| Exhibit Number |
Description | |
| 1.1 | Articles of Incorporation of Nomura Holdings, Inc. (English translation) (filed on June 24, 2022 as an exhibit to the Annual Report on Form 20-F (File No. 001-15270) and incorporated herein by reference) | |
| 1.2 | Share Handling Regulations of Nomura Holdings, Inc. (English translation) (filed on June 28, 2023 as an exhibit to the Annual Report on Form 20-F (File No. 001-15270) and incorporated herein by reference) | |
| 1.3 | Regulations of the Board of Directors of Nomura Holdings, Inc. (English translation) | |
| 1.4 | Regulations of the Nomination Committee of Nomura Holdings, Inc. (English translation) (filed on June 23, 2016 as an exhibit to the Annual Report on Form 20-F (File No. 001-15270) and incorporated herein by reference) | |
| 1.5 | Regulations of the Audit Committee of Nomura Holdings, Inc. (English translation) | |
| 1.6 | Regulations of the Compensation Committee of Nomura Holdings, Inc. (English translation) (filed on June 27, 2012 as an exhibit to the Annual Report on Form 20-F (File No. 001-15270) and incorporated herein by reference) | |
| 2.1 | Form of Deposit Agreement among Nomura Holdings, Inc., The Bank of New York Mellon as depositary and all owners and holders from time to time of American Depositary Receipts, including the form of American Depositary Receipt (filed on June 11, 2024 as an exhibit to the Registration Statement on Form F-6 (File No. 333-280111) and incorporated herein by reference) | |
| 2.2 | Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934 (filed on June 24, 2022 as an exhibit to the Annual Report on Form 20-F (File No. 001-15270) and incorporated herein by reference) | |
| 4.1 | Form of Limitation of Liability Agreement (1) | |
| 8.1 | Subsidiaries of Nomura Holdings, Inc.—See Item 4.C. “Organizational Structure” in this annual report. | |
| 11.1 | Nomura Group Code of Conduct (English translation) | |
| 11.2 | Nomura Group Code of Ethics for Financial Professionals (English translation) (filed on June 30, 2020 as an exhibit to the Annual Report on Form 20-F (File No. 001-15270) and incorporated herein by reference) | |
| 11.3 | Rules on Trading, etc. of Nomura Holdings Stocks, etc. by Nomura Group’s Officers and Employees (English translation) (filed on June 26, 2024 as an exhibit to the Annual Report on Form 20-F (File No. 001-15270) and incorporated herein by reference) | |
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| Exhibit Number |
Description | |
| 11.4 | Nomura Group Personal Account Dealing Policy (English translation) (filed on June 26, 2024 as an exhibit to the Annual Report on Form 20-F (File No. 001-15270) and incorporated herein by reference) | |
| 12.1 | Certification of the principal executive officer required by 17 C.F.R. 240. 13a-14(a) | |
| 12.2 | Certification of the principal financial officer required by 17 C.F.R. 240. 13a-14(a) | |
| 13.1 | Certification of the chief executive officer required by 18 U.S.C. Section 1350 | |
| 13.2 | Certification of the chief financial officer required by 18 U.S.C. Section 1350 | |
| 15.1 | Consent of Ernst & Young ShinNihon LLC, an independent registered public accounting firm | |
| 17.1 | Subsidiary Issuer of Registered Guaranteed Securities | |
| 97.1 | Nomura Holdings, Inc. Compensation Recovery Policy (filed on June 26, 2024 as an exhibit to the Annual Report on Form 20-F (File No. 001-15270) and incorporated herein by reference) | |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | The cover page for the Company’s Annual Report on Form 20-F for the year ended March 31, 2025, has been formatted in Inline XBRL | |
| (1) | The Company has entered into Limitation of Liability Agreements substantially in the form of this exhibit with all of its outside directors and director Shoji Ogawa. |
The Company has not included as exhibits certain instruments with respect to our long-term debt. The amount of debt authorized under each such debt instrument does not exceed 10% of our total assets. We will furnish a copy of any such instrument to the SEC upon request.
162
Table of Contents
Page |
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Consolidated Financial Statements of Nomura Holdings, Inc.: |
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Reports of Independent Registered Public Accounting Firm (PCAOB ID: |
F-2 |
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Consolidated Balance Sheets as of March 31, 2024 and 2025 |
F-5 | |||
Consolidated Statements of Income for the Years Ended March 31, 2023, 2024 and 2025 |
F-8 | |||
Consolidated Statements of Comprehensive Income for the Years Ended March 31, 2023, 2024 and 2025 |
F-9 | |||
Consolidated Statements of Changes in Equity for the Years Ended March 31, 2023, 2024 and 2025 |
F-10 |
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Consolidated Statements of Cash Flows for the Years Ended March 31, 2023, 2024 and 2025 |
F-12 |
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Notes to the Consolidated Financial Statements |
F-14 |
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Fair value of certain level 3 financial instruments | ||
Description of the Matter |
The Company holds financial instruments for trading, customer facilitation and investment purposes. As disclosed in Note 2 to the consolidated financial statements as of March 31, 2025, the Company had ¥ 1,592 billion and ¥ 855 billion of primarily financial instrument assets and liabilities recorded at fair value on a recurring basis, respectively, categorized within Level 3 of the fair value hierarchy. In determining the fair value of these financial instruments, the Company used valuation models and unobservable inputs which reflect its assumptions and specific data. These inputs are significant to the fair value of the financial instruments and are supported by little or no market activity as of March 31, 2025. The valuation techniques applied by management to determine the fair value of such instruments are described in Note 2 to the consolidated financial statements. Auditing the fair value of certain Level 3 financial instruments was complex and highly judgmental due to the subjectivity of the judgments used and estimations made by management in determining the fair value for these financial instruments. In particular, to value certain financial instruments, management used a variety of valuation techniques which involved certain underlying valuation assumptions and significant unobservable inputs, including weighted average cost of capital, growth rates, volatilities, correlations, credit spreads, recovery rates, loss severities, prepayment rates, default probabilities and yields. | |
How We Addressed the Matter in Our Audit |
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls relating to the valuation models and significant unobservable inputs used in fair value measurement. This included the testing of model validation controls by various departments within the Company. Our audit procedures to evaluate the valuation techniques used by the Company included, among others, testing valuation models and significant unobservable inputs. For certain of these financial instruments, we independently developed fair value estimates for which we involved our valuation specialists to assist with the application of these procedures and compared them to the Company’s results, on a sample basis. We also agreed significant unobservable inputs and underlying data used in the Company’s valuation models to information available from third party sources and market data, where available. We evaluated subsequent transactions and considered whether they corroborate or contradict the Company’s year-end valuations. | |
Millions of yen |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
ASSETS |
||||||||
| Cash and cash deposits: |
||||||||
| Cash and cash equivalents |
¥ | ¥ | ||||||
| Time deposits |
||||||||
| Deposits with stock exchanges and other segregated cash |
||||||||
| |
|
|
|
|||||
| Total cash and cash deposits |
||||||||
| |
|
|
|
|||||
| Loans and receivables: |
||||||||
| Loans receivable (includes ¥ |
||||||||
| Receivables from customers (includes ¥ |
||||||||
| Receivables from other than customers |
||||||||
| Allowance for credit losses |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| Total loans and receivables |
||||||||
| |
|
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|
|||||
| Collateralized agreements: |
||||||||
| Securities purchased under agreements to resell (includes ¥ |
||||||||
| Securities borrowed |
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| |
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|
|||||
| Total collateralized agreements |
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| |
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|
|||||
| Trading assets and private equity and debt investments: |
||||||||
| Trading assets (includes assets pledged of ¥ |
||||||||
| Private equity and debt investments (includes ¥ |
||||||||
| |
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|
|
|||||
| Total trading assets and private equity and debt investments |
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| |
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|
|
|||||
| Other assets: |
||||||||
| Office buildings, land, equipment and facilities (net of accumulated depreciation and amortization of ¥ |
||||||||
| Non-trading debt securities (includes ¥ |
||||||||
| Investments in equity securities (includes assets pledged of ¥ |
||||||||
| Investments in and advances to affiliated companies (includes assets pledged of ¥ |
||||||||
| Other (includes ¥ |
||||||||
| |
|
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|
|||||
| Total other assets |
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| |
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|
|||||
| Total assets |
¥ | ¥ | ||||||
| |
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Millions of yen |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
LIABILITIES AND EQUITY |
||||||||
Short-term borrowings (includes ¥ |
¥ | ¥ | ||||||
Payables and deposits: |
||||||||
Payables to customers |
||||||||
Payables to other than customers |
||||||||
Deposits received at banks (includes ¥ |
||||||||
Total payables and deposits |
||||||||
Collateralized financing: |
||||||||
Securities sold under agreements to repurchase (includes ¥ |
||||||||
Securities loaned (includes ¥ |
||||||||
Other secured borrowings |
||||||||
Total collateralized financing |
||||||||
Trading liabilities |
||||||||
Other liabilities (includes ¥ |
||||||||
Long-term borrowings (includes ¥ |
||||||||
Total liabilities |
||||||||
Commitments and contingencies (Note 20) |
||||||||
Equity: |
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Nomura Holdings, Inc. (“NHI”) shareholders’ equity: |
||||||||
Common stock |
||||||||
No par value shares; Authorized — Issued — Outstanding — |
||||||||
Additional paid-in capital |
||||||||
Retained earnings |
||||||||
Accumulated other comprehensive income |
||||||||
Total NHI shareholders’ equity before treasury stock |
||||||||
Common stock held in treasury, at cost — |
( |
) | ( |
) | ||||
Total NHI shareholders’ equity |
||||||||
Noncontrolling interests |
||||||||
Total equity |
||||||||
Total liabilities and equity |
¥ | ¥ | ||||||
Billions of yen |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
| Cash and cash deposits |
¥ | ¥ | ||||||
| Trading assets and private equity and debt investments |
||||||||
| Other assets |
||||||||
| |
|
|
|
|||||
| Total assets |
¥ | |
¥ | |
||||
| |
|
|
|
|||||
| Trading liabilities |
¥ | ¥ | ||||||
| Other liabilities |
||||||||
| Borrowings |
||||||||
| |
|
|
|
|||||
| Total liabilities |
¥ | ¥ | ||||||
| |
|
|
|
|||||
Millions of yen |
||||||||||||
Year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
| Revenue: |
||||||||||||
| Commissions |
¥ | ¥ | ¥ | |
||||||||
| Fees from investment banking |
||||||||||||
| Asset management and portfolio service fees |
||||||||||||
| Net gain on trading |
||||||||||||
| Gain on private equity and debt investments |
||||||||||||
| Interest and dividends |
||||||||||||
| Gain (loss) on investments in equity securities |
( |
) | ||||||||||
| Other |
||||||||||||
| |
|
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|
|||||||
| Total revenue |
||||||||||||
| Interest expense |
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| |
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|
|||||||
| Net revenue |
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| |
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|
|||||||
| Non-interest expenses: |
||||||||||||
| Compensation and benefits |
||||||||||||
| Commissions and floor brokerage |
||||||||||||
| Information processing and communications |
||||||||||||
| Occupancy and related depreciation |
||||||||||||
| Business development expenses |
||||||||||||
| Other |
|
|
||||||||||
| |
|
|
|
|
|
|||||||
| Total non-interest expenses |
||||||||||||
| |
|
|
|
|
|
|||||||
| Income before income taxes |
||||||||||||
| |
|
|
|
|
|
|||||||
| Income tax expense |
||||||||||||
| |
|
|
|
|
|
|||||||
| Net income |
¥ | ¥ | ¥ | |||||||||
| |
|
|
|
|
|
|||||||
| Less: Net income (loss) attributable to noncontrolling interests |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Net income attributable to NHI shareholders |
¥ | ¥ | ¥ | |||||||||
| |
|
|
|
|
|
|||||||
Yen |
||||||||||||
| Per share of common stock: |
||||||||||||
| Basic — |
||||||||||||
| Net income attributable to NHI shareholders per share |
¥ | ¥ | ¥ | |||||||||
| |
|
|
|
|
|
|||||||
| Diluted — |
||||||||||||
| Net income attributable to NHI shareholders per share |
¥ | ¥ | ¥ | |||||||||
| |
|
|
|
|
|
|||||||
Millions of yen |
||||||||||||
Year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
| Net income |
¥ | ¥ | ¥ | |
||||||||
| Other comprehensive income (loss): |
||||||||||||
| Change in cumulative translation adjustments: |
||||||||||||
| Change in cumulative translation adjustments |
( |
) | ||||||||||
| Deferred income taxes |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Total |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Defined benefit pension plans: |
||||||||||||
| Pension liability adjustment |
||||||||||||
| Deferred income taxes |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Total |
||||||||||||
| |
|
|
|
|
|
|||||||
| Non-trading debt securities: |
||||||||||||
| Net unrealized gain (loss) on non-trading debt securities |
( |
) | ||||||||||
| Deferred income taxes |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Own credit adjustments: |
||||||||||||
| Own credit adjustments |
( |
) | ||||||||||
| Deferred income taxes |
( |
) | ( |
) | ||||||||
| |
|
|
|
|
|
|||||||
| Total |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Total other comprehensive income |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Comprehensive income |
||||||||||||
| Less: Comprehensive income (loss) attributable to noncontrolling interests |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Comprehensive income attributable to NHI shareholders |
¥ | |
¥ | |
¥ | |
||||||
| |
|
|
|
|
|
|||||||
Millions of yen |
||||||||||||
Year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
| Common stock |
||||||||||||
| Balance at beginning of year |
¥ | ¥ | ¥ | |||||||||
| |
|
|
|
|
|
|||||||
| Balance at end of year |
||||||||||||
| |
|
|
|
|
|
|||||||
| Additional paid-in capital |
||||||||||||
| Balance at beginning of year |
||||||||||||
| Stock-based compensation awards |
( |
) | ||||||||||
| Changes in ownership interests in subsidiaries |
||||||||||||
| Changes in an affiliated company’s interests |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Balance at end of year |
||||||||||||
| |
|
|
|
|
|
|||||||
| Retained earnings |
||||||||||||
| Balance at beginning of year |
||||||||||||
| Net income attributable to NHI shareholders |
||||||||||||
| Cash dividends |
( |
) | ( |
) | ( |
) | ||||||
| Loss on disposal of treasury stock |
( |
) | ( |
) | ( |
) | ||||||
| Cancellation of treasury stock |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Balance at end of year |
||||||||||||
| |
|
|
|
|
|
|||||||
| Accumulated other comprehensive income (loss) |
||||||||||||
| Cumulative translation adjustments |
||||||||||||
| Balance at beginning of year |
||||||||||||
| Net change during the year |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Balance at end of year |
||||||||||||
| |
|
|
|
|
|
|||||||
| Defined benefit pension plans |
||||||||||||
| Balance at beginning of year |
( |
) | ( |
) | ( |
) | ||||||
| Pension liability adjustment |
||||||||||||
| |
|
|
|
|
|
|||||||
| Balance at end of year |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Non-trading debt securities |
||||||||||||
| Balance at beginning of year |
||||||||||||
| Net unrealized loss on non-trading debt securities |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Balance at end of year |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Own credit adjustments |
||||||||||||
| Balance at beginning of year |
||||||||||||
| Own credit adjustments |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Balance at end of year |
||||||||||||
| |
|
|
|
|
|
|||||||
| Balance at end of year |
||||||||||||
| |
|
|
|
|
|
|||||||
Millions of yen |
||||||||||||
Year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
| Common stock held in treasury |
||||||||||||
| Balance at beginning of year |
( |
) | ( |
) | ( |
) | ||||||
| Repurchases of common stock |
( |
) | ( |
) | ( |
) | ||||||
| Sales of common stock |
||||||||||||
| Common stock issued to employees |
||||||||||||
| Cancellation of treasury stock |
||||||||||||
| |
|
|
|
|
|
|||||||
| Balance at end of year |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Total NHI shareholders’ equity |
||||||||||||
| Balance at end of year |
||||||||||||
| |
|
|
|
|
|
|||||||
| Noncontrolling interests |
||||||||||||
| Balance at beginning of year |
||||||||||||
| Cash dividends |
( |
) | ( |
) | ( |
) | ||||||
| Net income (loss) attributable to noncontrolling interests |
( |
) | ||||||||||
| Accumulated other comprehensive income (loss) attributable to noncontrolling interests Cumulative translation adjustments |
( |
) | ||||||||||
| Transaction between NHI group and noncontrolling interest holders, net |
( |
) | ||||||||||
| Other net change in noncontrolling interests |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Balance at end of year |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total equity |
||||||||||||
| Balance at end of year |
¥ | ¥ | ¥ | |||||||||
| |
|
|
|
|
|
|||||||
Millions of yen |
||||||||||||
Year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
| Cash flows from operating activities: |
||||||||||||
| Net income |
¥ | ¥ | ¥ | |||||||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
||||||||||||
| Depreciation and amortization |
||||||||||||
| Provision for credit losses |
( |
) | ( |
) | ||||||||
| Stock-based compensation |
||||||||||||
| (Gain) loss on investments in equity securities |
( |
) | ( |
) | ||||||||
| Gain on investments in subsidiaries and affiliates |
( |
) | ( |
) | ( |
) | ||||||
| Equity in earnings of affiliates, net of dividends received |
( |
) | ( |
) | ( |
) | ||||||
| Loss on disposal of office buildings, land, equipment and facilities |
||||||||||||
| Deferred income taxes |
( |
) | ||||||||||
| Changes in operating assets and liabilities: |
||||||||||||
| Deposits with stock exchanges and other segregated cash |
( |
) | ||||||||||
| Trading assets and private equity and debt investments |
( |
) | ( |
) | ( |
) | ||||||
| Trading liabilities |
( |
) | ||||||||||
| Securities purchased under agreements to resell, net of securities sold under agreements to repurchase |
( |
) | ||||||||||
| Securities borrowed, net of securities loaned |
( |
) | ||||||||||
| Margin loans and receivables |
( |
) | ( |
) | ||||||||
| Payables |
( |
) | ( |
) | ||||||||
| Bonus accrual |
( |
) | ||||||||||
| Accrued income taxes, net |
( |
) | ||||||||||
| Other, net |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Net cash provided by (used in) operating activities |
( |
) | ( |
) | ||||||||
| |
|
|
|
|
|
|||||||
| Cash flows from investing activities: |
||||||||||||
| Payments for placements of time deposits |
( |
) | ( |
) | ( |
) | ||||||
| Proceeds from redemption or maturity of time deposits |
||||||||||||
| Payments for purchases of office buildings, land, equipment and facilities |
( |
) | ( |
) | ( |
) | ||||||
| Proceeds from sales of office buildings, land, equipment and facilities |
||||||||||||
| Payments for purchases of equity investments |
( |
) | ( |
) | ( |
) | ||||||
| Proceeds from sales of equity investments |
||||||||||||
| Net cash outflows from loans receivable at banks |
( |
) | ( |
) | ( |
) | ||||||
| Payments for purchases or origination of other non-trading loans |
( |
) | ( |
) | ( |
) | ||||||
| Proceeds from sales or repayments of other non-trading loans |
||||||||||||
| Net cash outflows from interbank money market loans |
( |
) | ||||||||||
| Payments for purchases of available-for-sale |
( |
) | ||||||||||
| Proceeds from sales of available-for-sale debt securities |
— | |||||||||||
| Payments for purchases of other non-trading debt securities |
( |
) | ( |
) | ( |
) | ||||||
| Proceeds from sales or maturity of other non-trading debt securities |
||||||||||||
| Acquisitions, net of cash acquired |
( |
) | ||||||||||
| Divestures, net of cash disposed of |
||||||||||||
| Payments for purchases of investments in affiliated companies |
( |
) | ( |
) | ( |
) | ||||||
| Proceeds from sales of investments in affiliated companies |
||||||||||||
| Other, net |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Net cash used in investing activities |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Cash flows from financing activities: |
||||||||||||
| Proceeds from issuances of long-term borrowings |
||||||||||||
| Payments for repurchases or maturity of long-term borrowings |
( |
) | ( |
) | ( |
) | ||||||
| Proceeds from issuances of short-term borrowings |
||||||||||||
| Payments for repurchases or maturity of short-term borrowings |
( |
) | ( |
) | ( |
) | ||||||
| Net cash inflows (outflows) from interbank money market borrowings |
( |
) | ||||||||||
| Net cash inflows (outflows) from other secured borrowings |
( |
) | ( |
) | ||||||||
| Net cash inflows from deposits received at banks |
||||||||||||
| Payments for withholding taxes on stock-based compensation |
( |
) | ( |
) | ( |
) | ||||||
| Proceeds from sales of common stock |
||||||||||||
| Payments for repurchases of common stock |
( |
) | ( |
) | ( |
) | ||||||
| Payments for cash dividends |
( |
) | ( |
) | ( |
) | ||||||
| Contributions from noncontrolling interests |
||||||||||||
| Distributions to noncontrolling interests |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Net cash provided by financing activities |
||||||||||||
| |
|
|
|
|
|
|||||||
| Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Net increase in cash, cash equivalents, restricted cash and restricted cash equivalents |
||||||||||||
| Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of year |
||||||||||||
| |
|
|
|
|
|
|||||||
| Cash, cash equivalents, restricted cash and restricted cash equivalents at end of year |
¥ | ¥ | ¥ | |||||||||
| |
|
|
|
|
|
|||||||
| Supplemental information: |
||||||||||||
| Cash paid during the year for — |
||||||||||||
| Interest |
¥ | ¥ | ¥ | |||||||||
| |
|
|
|
|
|
|||||||
| Income tax payments, net |
¥ | ¥ | ¥ | |||||||||
| |
|
|
|
|
|
|||||||
Millions of yen |
||||||||||||
Year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
| Cash and cash equivalents reported in Cash and cash equivalents |
¥ | ¥ | ¥ | |||||||||
| Restricted cash and restricted cash equivalents reported in Deposits with stock exchanges and other segregated cash |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total cash, cash equivalent, restricted cash and restricted cash equivalents |
¥ | ¥ | ¥ | |||||||||
| |
|
|
|
|
|
|||||||
| • | The financial assets are originated or acquired with the intention to generate profit through sale in the short-term; |
| • | The financial assets are part of a portfolio of identified financial instruments that are managed together for the purposes of short-term profit or arbitrage profit-taking; or |
• |
The financial assets are derivative assets, other than those formally designated as accounting hedges or certain other non-trading derivative assets entered for specific economic and risk management hedging purposes. |
| • | Fair value hedges— non-trading debt securities, respectively. These derivatives are highly effective in reducing the risk associated with the exposure being hedged and are highly correlated with changes in the fair value of the underlying hedged items, both at inception and throughout the life of the hedging relationship. Changes in fair value of the hedging derivatives are reported together with those of the hedged financial assets and liabilities through the consolidated statements of income within Interest expense Revenue — Other |
| • | Net investment hedges— Revenue — Net gain on trading Shareholders’ Accumulated other comprehensive income (loss) |
| • | Economic and risk management hedges— |
Office buildings |
||||
Equipment and facilities |
||||
Software |
| Pronouncement |
Summary of new guidance |
Adoption date and method of adoption |
Effect on these consolidated financial statements | |||
| ASU 2022-03 “Fair value measurement Topic 820)” |
• Clarifies that a contractual sale restriction is an entity-specific characteristic and therefore should not be considered in the fair value measurement of an equity security. • Enhances disclosures for fair value of investments in equity securities subject to contractual sale restrictions, nature and remaining duration of the restrictions and circumstances that could cause a lapse in the restrictions. |
Nomura adopted the amendments prospectively from April 1, 2024. | No material financial impact on initial adoption or since adoption. See Note 2. “ Fair value measurement | |||
| ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures |
• Enhances segment reporting by introducing incremental interim and annual disclosure requirements for more disaggregated expense information about a public entity’s reportable segments and expanding frequency of existing segment disclosures. • Requires annual disclosures of information about the chief operating decision maker. • Clarifies circumstances where disclosure of more than one measure of a segment’s profit or loss are permitted. |
Nomura adopted the amendments retrospectively from March 31, 2025. | No material financial impact on initial adoption or since adoption. See Note 21. “ Segment and geographic information | |||
| Pronouncement |
Summary of new guidance |
Expected adoption date and method of adoption |
Effect on these consolidated financial statements | |||
| ASU 2023-08 “Intangibles— Goodwill and Other— Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets” |
• Requires all in-scope crypto assets be subsequently measured at fair value at each reporting period through earnings. • Presentation of in-scope crypto assets in the financial statements to be shown separately from other intangible assets. • Introduces new disclosure requirements for in-scope crypto assets applicable to all entities. |
Nomura will adopt the amendments based on a modified retrospective approach from April 1, 2025. | No material financial impact expected. | |||
| ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” |
• Introduces incremental annual disclosures for disaggregated information about an entity’s effective tax rate reconciliation and information on income taxes paid. • Removes certain existing disclosure requirements in relation to unrecognized tax benefits and temporary differences for which a deferred tax liability is not recognized. |
Nomura will adopt the amendments prospectively for the year ending March 31, 2026. | No material financial impact expected. | |||
| ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date” |
• Requires additional annual and interim disclosures about specific types of expenses presented in the consolidated statements of income. |
Nomura currently plans to initially adopt the amendments to the annual and interim disclosures prospectively in the financial statements for the year ending March 31, 2028 and March 31, 2029 respectively. | Nomura is evaluating the potential impact on these consolidated financial statements but do not expect material financial impact at this stage. | |||
Billions of yen |
||||||||||||||||||||
March 31, 2024 |
||||||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Counterparty and Cash Collateral Netting (1) |
Balance as of March 31, 2024 |
||||||||||||||||
Assets: |
||||||||||||||||||||
Trading assets and private equity and debt investments (2) |
||||||||||||||||||||
Equities (3) |
¥ | ¥ | ¥ | ¥ | ¥ | |||||||||||||||
Private equity and debt investments (5) |
||||||||||||||||||||
Japanese government securities |
||||||||||||||||||||
Japanese agency and municipal securities |
||||||||||||||||||||
Foreign government, agency and municipal securities |
||||||||||||||||||||
Bank and corporate debt securities and loans for trading purposes |
||||||||||||||||||||
Commercial mortgage-backed securities (“CMBS”) |
||||||||||||||||||||
Residential mortgage-backed securities (“RMBS”) |
||||||||||||||||||||
Issued/Guaranteed by government sponsored entity |
||||||||||||||||||||
Other |
||||||||||||||||||||
Real estate-backed securities |
||||||||||||||||||||
Collateralized debt obligations (“CDOs”) and other (6) |
||||||||||||||||||||
Investment trust funds and other |
||||||||||||||||||||
Total trading assets and private equity and debt investments |
||||||||||||||||||||
Derivative assets (7) |
||||||||||||||||||||
Equity contracts |
||||||||||||||||||||
Interest rate contracts |
||||||||||||||||||||
Credit contracts |
||||||||||||||||||||
Foreign exchange contracts |
||||||||||||||||||||
Other contracts |
||||||||||||||||||||
Netting |
( |
) | ( |
) | ||||||||||||||||
Total derivative assets |
( |
) | ||||||||||||||||||
Subtotal |
¥ | ¥ | ¥ | ¥ | ( |
) | ¥ | |||||||||||||
Loans and receivables (8) |
||||||||||||||||||||
Collateralized agreements (9) |
||||||||||||||||||||
Other assets (2) |
||||||||||||||||||||
Non-trading debt securities(10) |
||||||||||||||||||||
Other (3)(4) |
||||||||||||||||||||
Total |
¥ | ¥ | ¥ | ¥ | ( |
) | ¥ | |||||||||||||
Liabilities: |
||||||||||||||||||||
Trading liabilities |
||||||||||||||||||||
Equities |
¥ | ¥ | ¥ | ¥ | ¥ | |||||||||||||||
Japanese government securities |
||||||||||||||||||||
Japanese agency and municipal securities |
||||||||||||||||||||
Foreign government, agency and municipal securities |
||||||||||||||||||||
Bank and corporate debt securities |
||||||||||||||||||||
Residential mortgage-backed securities (“RMBS”) |
||||||||||||||||||||
Investment trust funds and other |
||||||||||||||||||||
Total trading liabilities |
||||||||||||||||||||
Derivative liabilities (7) |
||||||||||||||||||||
Equity contracts |
||||||||||||||||||||
Interest rate contracts |
||||||||||||||||||||
Credit contracts |
||||||||||||||||||||
Foreign exchange contracts |
||||||||||||||||||||
Other contracts |
||||||||||||||||||||
Netting |
( |
) | ( |
) | ||||||||||||||||
Total derivative liabilities |
( |
) | ||||||||||||||||||
Subtotal |
¥ | ¥ | ¥ | ¥ | ( |
) | ¥ | |||||||||||||
Short-term borrowings (12) |
¥ |
¥ | ¥ | ¥ | ¥ | |||||||||||||||
Payables and deposits (13)(14) |
||||||||||||||||||||
Collateralized financing (9) |
||||||||||||||||||||
Long-term borrowings (12)(15)(16) |
||||||||||||||||||||
Other liabilities (17) |
||||||||||||||||||||
Total |
¥ | ¥ | ¥ | ¥ | ( |
) | ¥ | |||||||||||||
Billions of yen |
||||||||||||||||||||
March 31, 2025 |
||||||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Counterparty and Cash Collateral Netting (1) |
Balance as of March 31, 2025 |
||||||||||||||||
| Assets: |
||||||||||||||||||||
| Trading assets and private equity and debt investments (2) |
||||||||||||||||||||
| Equities (3) |
¥ | ¥ | ¥ | ¥ | ¥ | |||||||||||||||
| Private equity and debt investments (5) |
||||||||||||||||||||
| Japanese government securities |
||||||||||||||||||||
| Japanese agency and municipal securities |
||||||||||||||||||||
| Foreign government, agency and municipal securities |
||||||||||||||||||||
| Bank and corporate debt securities and loans for trading purposes |
||||||||||||||||||||
| Commercial mortgage-backed securities (“CMBS”) |
||||||||||||||||||||
| Residential mortgage-backed securities (“RMBS”) |
||||||||||||||||||||
| Issued/Guaranteed by government sponsored entity |
||||||||||||||||||||
| Other |
||||||||||||||||||||
| Real estate-backed securities |
||||||||||||||||||||
| Collateralized debt obligations (“CDOs”) and other (6) |
||||||||||||||||||||
| Investment trust funds and other |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total trading assets and private equity and debt investments |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Derivative assets (7) |
||||||||||||||||||||
| Equity contracts |
||||||||||||||||||||
| Interest rate contracts |
||||||||||||||||||||
| Credit contracts |
||||||||||||||||||||
| Foreign exchange contracts |
||||||||||||||||||||
| Other contracts |
||||||||||||||||||||
| Netting |
( |
) | ( |
) | ||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total derivative assets |
( |
) | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Subtotal |
¥ | ¥ | ¥ | ¥ | ( |
) | ¥ | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Loans and receivables (8) |
||||||||||||||||||||
| Collateralized agreements (9) |
||||||||||||||||||||
| Other assets (2) |
||||||||||||||||||||
| Non-trading debt securities(10) |
||||||||||||||||||||
| Other (3)(4)(11) |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
¥ | ¥ | ¥ | ¥ | ( |
) | ¥ | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Liabilities: |
||||||||||||||||||||
| Trading liabilities |
||||||||||||||||||||
| Equities |
¥ | ¥ | ¥ | ¥ | ¥ | |||||||||||||||
| Japanese government securities |
||||||||||||||||||||
| Japanese agency and municipal securities |
||||||||||||||||||||
| Foreign government, agency and municipal securities |
||||||||||||||||||||
| Bank and corporate debt securities |
||||||||||||||||||||
| Residential mortgage-backed securities (“RMBS”) |
||||||||||||||||||||
| Investment trust funds and other |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total trading liabilities |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Derivative liabilities (7) |
||||||||||||||||||||
| Equity contracts |
||||||||||||||||||||
| Interest rate contracts |
||||||||||||||||||||
| Credit contracts |
||||||||||||||||||||
| Foreign exchange contracts |
||||||||||||||||||||
| Other contracts |
||||||||||||||||||||
| Netting |
( |
) | ( |
) | ||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total derivative liabilities |
( |
) | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Subtotal |
¥ | ¥ | ¥ | ¥ | ( |
) | ¥ | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Short-term borrowings (12) |
¥ | ¥ | ¥ | ¥ | ¥ | |||||||||||||||
| Payables and deposits (13)(14) |
||||||||||||||||||||
| Collateralized financing (9) |
||||||||||||||||||||
| Long-term borrowings (12)(15)(16) |
||||||||||||||||||||
| Other liabilities (17) |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
¥ | ¥ | ¥ | ¥ | ( |
) | ¥ | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| (1) | Represents the amount offset under counterparty netting of derivative assets and liabilities as well as cash collateral netting against net derivatives assets or liabilities. |
| (2) | Investments that are carried at fair value using NAV per share as a practical expedient have not been classified in the fair value hierarchy. As of March 31, 2024 and March 31, 2025, the fair values of these investments which are included in Trading assets and private equity and debt investments Other assets ¥ |
| (3) | Includes equity investments that would have been accounted for under the equity method had Nomura not chosen to elect the FVO. |
| (4) | Includes equity investments which comprise listed and unlisted equity securities held for operating purposes in the amounts of ¥ |
(5) |
Private equity and debt investments non-trading purposes, and post-IPO investments. These investments also include equity investments that would have been accounted for under the equity method had Nomura not chosen to elect the FVO. |
(6) |
Includes collateralized loan obligations (“CLOs”) and asset-backed securities (“ABS”) such as those secured on credit card loans, auto loans and student loans. |
(7) |
Derivatives which contain multiple types of risk are classified based on the primary risk type of the instrument. |
(8) |
Includes loans and receivables for which the fair value option has been elected. |
(9) |
Includes collateralized agreements or collateralized financing for which the FVO has been elected. |
(10) |
Includes non-trading debt securities for which the FVO has been elected and AFS debt securities. |
(11) |
Includes non-financial assets carried at fair value on a recurring basis using similar valuation methodologies to those used for financial instruments. |
(12) |
Includes structured notes for which the FVO has been elected. |
(13) |
Includes deposits received at banks for which the FVO has been elected. |
(14) |
Includes embedded derivatives bifurcated from deposits received at banks. Deposits are adjusted for fair value changes in corresponding embedded derivatives for presentation in the consolidated balance sheets. |
(15) |
Includes embedded derivatives bifurcated from issued structured notes. Structured notes are adjusted for fair value changes in corresponding embedded derivatives for presentation in the consolidated balance sheets |
(16) |
Includes liabilities recognized from secured financing transactions that are accounted for as financings rather than sales. Nomura elected the fair value option for these liabilities. |
(17) |
Includes loan commitments for which the FVO has been elected. |
March 31, 2024 | ||||||||||||||||
| Financial Instrument |
Fair value in billions of yen |
Valuation technique |
Significant unobservable valuation input |
Range of valuation inputs (1) |
Weighted Average (2)(3) |
Impact of increases in significant unobservable valuation inputs (4)(5) |
Interrelationships between valuation inputs (6) | |||||||||
| Assets: |
||||||||||||||||
| Trading assets and private equity and debt investments |
||||||||||||||||
| Equities |
¥ | DCF | Liquidity discounts | .0 % |
.0 % |
|||||||||||
| |
|
|
|
|
|
|
| |||||||||
| Private equity and debt investments |
|
|
|
DCF |
WACC Growth rates Credit spreads Liquidity discounts |
.0 % – .0 %.0 %.0 – . 0 % |
|
|
| |||||||
| |
|
|
|
|
| |||||||||||
| Market multiples | EV/EBITDA ratios | .0 x |
||||||||||||||
| PE Ratios | .0 x |
|||||||||||||||
| Liquidity discounts | .0 – .0 % |
.0 % |
||||||||||||||
| |
|
|
|
|
|
|
| |||||||||
| Foreign government, agency and municipal securities |
|
|
|
DCF |
Credit spreads Recovery rates |
– .0 % |
|
|
| |||||||
| |
|
|
|
|
|
|
| |||||||||
March 31, 2024 | ||||||||||||||||
| Financial Instrument |
Fair value in billions of yen |
Valuation technique |
Significant unobservable valuation input |
Range of valuation inputs (1) |
Weighted Average (2)(3) |
Impact of increases in significant unobservable valuation inputs (4)(5) |
Interrelationships between valuation inputs (6) | |||||||||
| Bank and corporate debt securities and loans for trading purposes |
|
|
|
DCF |
Credit spreads Recovery rates |
– – .0 % |
|
|
| |||||||
| |
|
|
|
|
|
|
| |||||||||
| Residential mortgage backed securities (“RMBS”) |
|
|
|
DCF |
Yields Prepayment rates Loss severities |
.0 – .0 % – .0 % |
|
|
| |||||||
| |
|
|
|
|
|
|
| |||||||||
| Real estate-backed securities |
|
|
|
DCF |
Loss severities |
– |
|
|
| |||||||
| |
|
|
|
|
|
|
| |||||||||
| Collateralized debt obligations (“CDOs”) and other |
|
|
|
DCF |
Yields Prepayment rates Default probabilities Loss severities Credit spreads |
.0 %.0 % – .0 % – |
.0 %.0 %% |
Lower fair value |
| |||||||
| |
|
|
|
|
|
|
| |||||||||
| Investment trust funds and other |
|
|
|
DCF |
Liquidity discounts |
– |
|
|
| |||||||
| |
|
|
|
|
|
|
| |||||||||
| Derivatives, net: |
||||||||||||||||
| Equity contracts |
¥ | Option models | Dividend yield Volatilities Correlations |
– ( |
|
|
||||||||||
| |
|
|
|
|
|
|
| |||||||||
| Interest rate contracts |
|
|
|
DCF/ Option models |
Interest rates Volatilities Volatilities Correlations |
( .00) – .00 |
|
|
| |||||||
| |
|
|
|
|
|
|
| |||||||||
| Credit contracts |
( |
DCF/ Option models |
Credit spreads Recovery rates Volatilities Correlations |
– .0 %.0 – .0 %.0 – |
|
|
||||||||||
| |
|
|
|
|
|
|
| |||||||||
| Foreign exchange contracts |
|
|
|
Option models |
Volatilities Correlations |
|
|
|
| |||||||
| |
|
|
|
|
|
|
| |||||||||
| Loans and receivables |
|
|
|
DCF |
Credit spreads Recovery rates |
– .0 % |
|
|
| |||||||
| |
|
|
|
|
|
|
| |||||||||
| Collateralized agreements |
|
|
|
DCF |
Repo rate |
|
|
|
| |||||||
| |
|
|
|
|
|
|
| |||||||||
March 31, 2024 | ||||||||||||||||
| Financial Instrument |
Fair value in billions of yen |
Valuation technique |
Significant unobservable valuation input |
Range of valuation inputs (1) |
Weighted Average (2)(3) |
Impact of increases in significant unobservable valuation inputs (4)(5) |
Interrelationships between valuation inputs (6) | |||||||||
| Other assets |
||||||||||||||||
| Non-trading debt securities |
|
|
|
DCF |
Credit spreads |
|
|
|
| |||||||
| |
|
|
|
|
|
|
| |||||||||
| Other (7) |
|
DCF | WACC Growth rates |
|
|
|
||||||||||
| |
|
|
|
|
| |||||||||||
| Market multiples | EV/EBITDA ratios PE Ratios Price/Book ratios Liquidity discounts |
|
|
|
||||||||||||
| |
|
|
|
|
|
|
| |||||||||
| Liabilities: |
||||||||||||||||
| Short-term borrowings |
|
|
|
DCF/ option models |
Volatilities Correlations |
( |
|
|
| |||||||
| |
|
|
|
|
|
|
| |||||||||
| Payable and deposits |
DCF/ option models |
Volatilities Correlations |
|
|
|
| ||||||||||
| |
|
|
|
|
|
|
| |||||||||
| Long-term borrowings |
|
|
|
DCF |
Loss severities |
|
|
|
| |||||||
| |
|
|
|
|
| |||||||||||
| DCF/ Option models |
Volatilities Volatilities Correlations |
( ) – |
|
|
||||||||||||
| |
|
|
|
|
|
|
| |||||||||
| Other liabilities |
DCF | Recovery rates | ||||||||||||||
| |
|
|
|
|
|
|
| |||||||||
March 31, 2025 | ||||||||||||||||
| Financial Instrument |
Fair value in billions of yen |
Valuation technique |
Significant unobservable valuation input |
Range of valuation inputs (1) |
Weighted Average (2)(3) |
Impact of increases in significant unobservable valuation inputs (4)(5) |
Interrelationships between valuation inputs (6) | |||||||||
| Assets: |
||||||||||||||||
| Trading assets and private equity and debt investments Equities |
¥ | DCF/ Option models |
Credit spreads |
|||||||||||||
| |
|
|
|
|
|
|
| |||||||||
| Private equity and debt investments |
|
|
|
DCF |
WACC Growth rates Credit spreads Liquidity discounts |
– |
|
|
| |||||||
| |
|
|
|
|
| |||||||||||
| Market multiples | EV/EBITDA ratios | |||||||||||||||
| PE Ratios | ||||||||||||||||
| Liquidity discounts | ||||||||||||||||
| |
|
|
|
|
|
|
| |||||||||
March 31, 2025 | ||||||||||||||||
| Financial Instrument |
Fair value in billions of yen |
Valuation technique |
Significant unobservable valuation input |
Range of valuation inputs (1) |
Weighted Average (2)(3) |
Impact of increases in significant unobservable valuation inputs (4)(5) |
Interrelationships between valuation inputs (6) | |||||||||
| Foreign government, agency and municipal securities |
|
|
|
DCF |
Credit spreads Recovery rates |
– |
|
|
| |||||||
| |
|
|
|
|
|
|
| |||||||||
| Bank and corporate debt securities and loans for trading purposes |
|
|
|
DCF |
Credit spreads Recovery rates |
– – |
|
|
| |||||||
| |
|
|
|
|
|
|
| |||||||||
| Commercial mortgage-backed securities (“CMBS”) |
|
|
|
DCF |
Yields Loss severities |
|
|
|
| |||||||
| |
|
|
|
|
|
|
| |||||||||
| Residential mortgage- backed securities (“RMBS”) |
|
|
|
DCF |
Yields Prepayment rates Loss severities |
– |
|
|
| |||||||
| |
|
|
|
|
|
|
| |||||||||
| Real estate-backed securities |
|
|
|
DCF |
Loss severities |
– |
|
|
| |||||||
| |
|
|
|
|
|
|
| |||||||||
| Collateralized debt obligations (“CDOs”) and other |
|
|
|
DCF |
Yields Prepayment rates Default probabilities Loss severities Credit spreads |
|
|
|
| |||||||
| |
|
|
|
|
|
|
| |||||||||
| Investment trust funds and other |
|
|
|
DCF |
Liquidity discounts |
|
|
|
| |||||||
| |
|
|
|
|
|
|
| |||||||||
| Derivatives, net: |
||||||||||||||||
| Equity contracts |
¥ | Option models | Dividend yield Volatilities Correlations |
– ( |
|
|
||||||||||
| |
|
|
|
|
|
|
| |||||||||
| Interest rate contracts |
|
|
|
DCF/ Option models |
Interest rates Volatilities Volatilities Correlations |
( |
|
|
| |||||||
| |
|
|
|
|
|
|
| |||||||||
| Credit contracts |
( |
DCF/ Option models | Credit spreads Recovery rates Volatilities Correlations |
– – |
|
|
||||||||||
| |
|
|
|
|
|
|
| |||||||||
March 31, 2025 | ||||||||||||||||
| Financial Instrument |
Fair value in billions of yen |
Valuation technique |
Significant unobservable valuation input |
Range of valuation inputs (1) |
Weighted Average (2)(3) |
Impact of increases in significant unobservable valuation inputs (4)(5) |
Interrelationships between valuation inputs (6) | |||||||||
| Foreign exchange contracts |
|
( |
|
Option models |
Volatilities Correlations |
|
|
|
| |||||||
| |
|
|
|
|
|
|
| |||||||||
| Loans and receivables |
|
|
|
DCF |
Credit spreads Recovery rates |
– |
|
|
| |||||||
| |
|
|
|
|
|
|
| |||||||||
| Collateralized agreements |
DCF |
Repo rate |
||||||||||||||
| |
|
|
|
|
|
|
| |||||||||
| Other assets |
||||||||||||||||
| Non-trading debt securities |
DCF |
Credit spreads |
||||||||||||||
| |
|
|
|
|
|
|
| |||||||||
| Other (7)(8) |
DCF |
WACC Growth rates |
|
|
|
|||||||||||
| |
|
|
|
|
| |||||||||||
Market multiples |
Liquidity discounts |
|
|
|
| |||||||||||
| |
|
|
|
|
|
|
| |||||||||
| Liabilities: |
||||||||||||||||
| Short-term borrowings |
|
|
|
DCF/ option models |
Volatilities Correlations |
( |
|
|
| |||||||
| |
|
|
|
|
|
|
| |||||||||
| Payable and deposits |
DCF/ option models |
Volatilities Correlations |
|
|
|
|||||||||||
| |
|
|
|
|
|
|
| |||||||||
| Long-term borrowings |
|
|
|
DCF |
Loss severities |
|
|
|
| |||||||
| |
|
|
|
|
| |||||||||||
| DCF/ option models |
Volatilities |
|||||||||||||||
Volatilities Correlations |
( |
|
| |||||||||||||
| |
|
|
|
|
|
|
| |||||||||
| Other liabilities |
DCF |
Credit spreads Recovery rates |
|
|
|
| ||||||||||
| |
|
|
|
|
|
|
| |||||||||
(1) |
Range information is provided in percentages, coefficients and multiples and represents the highest and lowest level significant unobservable valuation input used to value that type of financial instrument. A wide dispersion in the range does not necessarily reflect increased uncertainty or subjectivity in the valuation input and is typically just a consequence of the different characteristics of the financial instruments themselves. |
(2) |
Weighted average information for non-derivatives is calculated by weighting each valuation input by the fair value of the financial instrument. |
(3) |
Nomura has not provided weighted average information for derivatives as unlike cash products the risk on such products is distinct from the balance sheet value and is subject to netting. |
(4) |
The above table only considers the impact of an increase in each significant unobservable valuation input on the fair value measurement of the financial instrument. However, a decrease in the significant unobservable valuation input would have the opposite effect on the fair value measurement of the financial instrument. For example, if an increase in a significant unobservable valuation input would result in a lower fair value measurement, a decrease in the significant unobservable valuation input would result in a higher fair value measurement. |
(5) |
The impact of an increase in the significant unobservable valuation input on the fair value measurement for a derivative assumes Nomura is long risk to the input (such as being long volatility). Where Nomura is short such risk, the impact of an increase would have a converse effect on the fair value measurement of the derivative. |
(6) |
Consideration of the interrelationships between significant unobservable valuation inputs is only relevant where more than one unobservable valuation input is used to determine the fair value measurement of the financial instrument. |
(7) |
Valuation techniques and unobservable valuation inputs in respect of equity securities reported within Other assets |
(8) |
Includes non-financial assets carried at fair value on a recurring basis. |
Billions of yen |
||||||||||||||||||||||||||||||||||||||||
Year ended March 31, 2024 |
||||||||||||||||||||||||||||||||||||||||
Balance as of April 1, 2023 |
Total gains (losses) recognized in net (1) |
Total gains (losses) recognized in other comprehensive income |
Purchases / issues (2) |
Sales / redemptions (2) |
Settlements |
Foreign exchange movements |
Transfers into Level 3 (4)(5) |
Transfers out of Level 3 (5)(6) |
Balance as of March 31, 2024 |
|||||||||||||||||||||||||||||||
| Assets: |
||||||||||||||||||||||||||||||||||||||||
| Trading assets and private equity and debt investments |
||||||||||||||||||||||||||||||||||||||||
| Equities |
¥ | ¥ | ¥ | ¥ | ¥ | ( |
) | ¥ | ¥ | ¥ | ¥ | ( |
) | ¥ | ||||||||||||||||||||||||||
| Private equity and debt investments |
( |
) | ||||||||||||||||||||||||||||||||||||||
| Japanese agency and municipal securities |
( |
) | ||||||||||||||||||||||||||||||||||||||
| Foreign government, agency and municipal securities |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||
| Bank and corporate debt securities and loans for trading purposes |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||
| Commercial mortgage-backed securities (“CMBS”) |
||||||||||||||||||||||||||||||||||||||||
| Residential mortgage-backed securities (“RMBS”) |
( |
) | ||||||||||||||||||||||||||||||||||||||
| Real estate-backed securities |
( |
) | ( |
) | |
|||||||||||||||||||||||||||||||||||
| Collateralized debt obligations (“CDOs”) and other |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||
| Investment trust funds and other |
( |
) | ||||||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total trading assets and private equity and debt investments |
( |
) | |
( |
) | |||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Derivatives, net (3) |
||||||||||||||||||||||||||||||||||||||||
| Equity contracts |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||
| Interest rate contracts |
( |
) | ( |
) | ( |
) | |
|||||||||||||||||||||||||||||||||
| Credit contracts |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||
| Foreign exchange contracts |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total derivatives, net |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Subtotal |
¥ | ¥ | ( |
) | ¥ | ¥ | ¥ | ( |
) | ¥ | ( |
) | ¥ | ¥ | ¥ | ( |
) | ¥ | ||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Loans and receivables |
¥ | ¥ | ¥ | ¥ | ¥ | ( |
) | ¥ | ¥ | ¥ | ¥ | ( |
) | ¥ | ||||||||||||||||||||||||||
| Collateralized agreements |
( |
) | ||||||||||||||||||||||||||||||||||||||
Billions of yen |
||||||||||||||||||||||||||||||||||||||||
Year ended March 31, 2024 |
||||||||||||||||||||||||||||||||||||||||
Balance as of April 1, 2023 |
Total gains (losses) recognized in net (1) |
Total gains (losses) recognized in other comprehensive |
Purchases / issues (2) |
Sales / redemptions (2) |
Settlements |
Foreign exchange movements |
Transfers into Level 3 (4)(5) |
Transfers out of Level 3 (5)(6) |
Balance as of March 31, 2024 |
|||||||||||||||||||||||||||||||
| Other assets |
||||||||||||||||||||||||||||||||||||||||
| Non-trading debt securities |
( |
) | ||||||||||||||||||||||||||||||||||||||
| Other |
( |
) | ||||||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total |
¥ | ¥ | ¥ | ¥ | ¥ | ( |
) | ¥ | ( |
) | ¥ | ¥ | ¥ | ( |
) | ¥ | ||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Liabilities: |
||||||||||||||||||||||||||||||||||||||||
| Trading liabilities |
||||||||||||||||||||||||||||||||||||||||
| Equities |
¥ | ¥ | ( |
) | ¥ | ¥ | ¥ | ( |
) | ¥ | ¥ | ¥ | ¥ | ( |
) | ¥ | ||||||||||||||||||||||||
| Foreign government, agency and municipal securities |
||||||||||||||||||||||||||||||||||||||||
| Bank and corporate debt securities |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||
| Collateralized debt obligations (“CDOs”) and other |
||||||||||||||||||||||||||||||||||||||||
| Investment trust funds and other |
||||||||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total trading liabilities |
¥ | ¥ | ¥ | ¥ | ¥ | ( |
) | ¥ | ¥ | ¥ | ¥ | ( |
) | ¥ | ||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Short-term borrowings |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||
| Payables and deposits |
( |
) | ||||||||||||||||||||||||||||||||||||||
| Long-term borrowings |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
| Other liabilities |
( |
) | ||||||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total |
¥ | ¥ | ( |
) | ¥ | ( |
) | ¥ | ¥ | ( |
) | ¥ | ¥ | ¥ | ¥ | ( |
¥ | |||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Billions of yen |
||||||||||||||||||||||||||||||||||||||||
Year ended March 31, 2025 |
||||||||||||||||||||||||||||||||||||||||
Balance as of April 1, 2024 |
Total gains (losses) recognized in net (1) |
Total gains (losses) recognized in other comprehensive income |
Purchases / issues (2) |
Sales / redemptions (2) |
Settlements |
Foreign exchange movements |
Transfers into Level 3 (4)(5) |
Transfers out of Level 3 (5)(6) |
Balance as of March 31, 2025 |
|||||||||||||||||||||||||||||||
| Assets: |
||||||||||||||||||||||||||||||||||||||||
| Trading assets and private equity and debt investments |
||||||||||||||||||||||||||||||||||||||||
| Equities |
¥ | ¥ | ¥ | ¥ | ¥ | ( |
) | ¥ | ¥ | ¥ | ¥ | ( |
) | ¥ | ||||||||||||||||||||||||||
| Private equity and debt investments |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||
| Japanese agency and municipal securities |
||||||||||||||||||||||||||||||||||||||||
| Foreign government, agency and municipal securities |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||
| Bank and corporate debt securities and loans for trading purposes |
( |
) | ( |
) | ( |
) | |
( |
) | |||||||||||||||||||||||||||||||
| Commercial mortgage-backed securities (“CMBS”) |
|
( |
) | |||||||||||||||||||||||||||||||||||||
| Residential mortgage-backed securities (“RMBS”) |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||
| Real estate-backed securities |
( |
) | ( |
) | |
|||||||||||||||||||||||||||||||||||
| Collateralized debt obligations (“CDOs”) and other |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||
| Investment trust funds and other |
( |
) | ||||||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total trading assets and private equity and debt investments |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Derivatives, net (3) |
||||||||||||||||||||||||||||||||||||||||
| Equity contracts |
( |
) | ||||||||||||||||||||||||||||||||||||||
| Interest rate contracts |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||
| Credit contracts |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
Billions of yen |
||||||||||||||||||||||||||||||||||||||||
Year ended March 31, 2025 |
||||||||||||||||||||||||||||||||||||||||
Balance as of April 1, 2024 |
Total gains (losses) recognized in net (1) |
Total gains (losses) recognized in other comprehensive |
Purchases / issues (2) |
Sales / redemptions (2) |
Settlements |
Foreign exchange movements |
Transfers into Level 3 (4)(5) |
Transfers out of Level 3 (5)(6) |
Balance as of March 31, 2025 |
|||||||||||||||||||||||||||||||
Foreign exchange contracts |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
Other contracts |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||
Total derivatives, net |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
Subtotal |
¥ | ¥ | ( |
) | ¥ | ¥ | ¥ | ( |
) | ¥ | ¥ | ( |
) | ¥ | ¥ | ( |
) | ¥ | ||||||||||||||||||||||
Loans and receivables |
¥ | ¥ | ¥ | ¥ | ¥ | ( |
) | ¥ | ¥ | ( |
) | ¥ | ¥ | ( |
) | ¥ | ||||||||||||||||||||||||
Collateralized agreements |
||||||||||||||||||||||||||||||||||||||||
Other assets |
||||||||||||||||||||||||||||||||||||||||
Non-trading debt securities |
( |
) | ||||||||||||||||||||||||||||||||||||||
Other (7) |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||
Total |
¥ | ¥ | ( |
) | ¥ | ¥ | ¥ | ( |
) | ¥ | ¥ | ( |
) | ¥ | ¥ | ( |
) | ¥ | ||||||||||||||||||||||
Liabilities: |
||||||||||||||||||||||||||||||||||||||||
Trading liabilities |
||||||||||||||||||||||||||||||||||||||||
Equities |
¥ | ¥ | ¥ | ¥ | ¥ | ( |
) | ¥ | ¥ | ¥ | ¥ | ¥ | ||||||||||||||||||||||||||||
Foreign government, agency and municipal securities |
||||||||||||||||||||||||||||||||||||||||
Bank and corporate debt securities |
( |
) | ||||||||||||||||||||||||||||||||||||||
Collateralized debt obligations (“CDOs”) and other |
||||||||||||||||||||||||||||||||||||||||
Investment trust funds and other |
||||||||||||||||||||||||||||||||||||||||
Total trading liabilities |
¥ | ¥ | ¥ | ¥ | ¥ | ( |
) | ¥ | ¥ | ¥ | ¥ | ¥ | ||||||||||||||||||||||||||||
Short-term borrowings |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||
Payables and deposits |
( |
) | ||||||||||||||||||||||||||||||||||||||
Long-term borrowings |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||
Other liabilities |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||
Total |
¥ | ¥ | ¥ | ¥ | ¥ | ( |
) | ¥ | ¥ | ( |
) | ¥ | ¥ | ( |
) | ¥ | ||||||||||||||||||||||||
| (1) | Includes gains and losses reported primarily within Net gain on trading, Gain on private equity and debt investments, Gain (loss) on investments in equity securities, Revenue — Other Non-interest expensesOther, Interest and dividends Interest expense |
| (2) | Amounts reported in Purchases / issues Sales / redemptions |
| (3) | Derivatives which contain multiple types of risk are classified based on the primary risk type of the instrument. |
| (4) | Amounts of gains and losses on these transfers which were recognized in the period when the Transfers into Level 3 |
(5) |
Transfers into Level 3 Transfers out of Level 3 Quantitative and qualitative information regarding significant unobservable valuation inputs” |
(6) |
Transfers out of Level 3 Non-trading investments |
(7) |
Includes non-financial assets carried at fair value on a recurring basis. |
Billions of yen |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
Unrealized gains / (losses) (1) |
||||||||
Assets: |
||||||||
Trading assets and private equity and debt investments |
||||||||
Equities |
¥ | ¥ | ||||||
Private equity and debt investments |
( |
) | ||||||
Foreign government, agency and municipal securities |
||||||||
Bank and corporate debt securities and loans for trading purposes |
( |
) | ( |
) | ||||
Commercial mortgage-backed securities (“CMBS”) |
||||||||
Residential mortgage-backed securities (“RMBS”) |
||||||||
Real estate-backed securities |
||||||||
Collateralized debt obligations (“CDOs”) and other |
( |
) | ( |
) | ||||
Investment trust funds and other |
||||||||
Total trading assets and private equity and debt investments |
( |
) | ||||||
Derivatives, net (2) |
||||||||
Equity contracts |
( |
) | ||||||
Interest rate contracts |
( |
) | ( |
) | ||||
Credit contracts |
( |
) | ||||||
Foreign exchange contracts |
( |
) | ( |
) | ||||
Other contracts |
||||||||
Total derivatives, net |
( |
) | ( |
) | ||||
Subtotal |
¥ | ( |
) | ¥ | ( |
) | ||
Loans and receivables |
||||||||
Collateralized agreements |
||||||||
Other assets |
||||||||
Non-Trading debt Securities |
||||||||
Other (3) |
||||||||
| ¥ | ( |
) | ¥ | ( |
) | |||
Liabilities: |
||||||||
Trading liabilities |
||||||||
Equities |
¥ | ¥ | ||||||
Foreign government, agency and municipal securities |
||||||||
Bank and corporate debt securities |
||||||||
Collateralized debt obligation (“CDOs”) and other |
||||||||
Total trading liabilities |
¥ | ¥ | ||||||
Short-term borrowings (4) |
( |
) | ||||||
Payables and deposits (4) |
||||||||
Long-term borrowings ( 4 ) |
( |
) | ||||||
Other liabilities |
( |
) | ||||||
| ¥ | ( |
) | ¥ | |
||||
| (1) | Includes gains and losses reported within Net gain on trading, Gain on private equity and debt investments Gain(loss) on investments in equity securities, Revenue — Other Non-interest expenses— Other, Interest and dividends Interest expense |
| (2) | Derivatives which contain multiple types of risk are classified based on the primary risk type of the instrument. |
(3) |
Includes non-financial assets carried at fair value on a recurring basis. |
| (4) | Includes unrealized gains and losses of ¥( Other comprehensive income (loss) |
Billions of yen |
||||||||||||||||
March 31, 2024 |
||||||||||||||||
Fair value |
Unfunded commitments (1) |
Redemption frequency (if currently eligible) (2) |
Redemption notice (3) |
|||||||||||||
Hedge funds |
¥ | ¥ | day- |
|||||||||||||
Venture capital funds |
||||||||||||||||
Private equity funds |
||||||||||||||||
Real estate funds |
||||||||||||||||
Total |
¥ | ¥ | ||||||||||||||
Billions of yen |
||||||||||||||||
March 31, 2025 |
||||||||||||||||
Fair value |
Unfunded commitments (1) |
Redemption frequency (if currently eligible) (2) |
Redemption notice (3) |
|||||||||||||
Hedge funds |
¥ | ¥ | day- |
|||||||||||||
Venture capital funds |
||||||||||||||||
Private equity funds |
||||||||||||||||
Real estate funds |
||||||||||||||||
Total |
¥ | |
¥ | |
||||||||||||
| (1) | The contractual amount of any unfunded commitments Nomura is required to make to the entities in which the investment is held. |
| (2) | The frequency with which Nomura is permitted to redeem investments. |
| (3) | The range in prior notice period for redemption. |
| • | Equity method investments reported within Trading assets and private equity and debt investments Other assets |
| • | Certain loans receivables and receivables from customers reported within Loans and Receivables |
| • | Reverse repurchase and repurchase agreements reported within Collateralized agreements Collateralized financing |
| • | All structured notes issued on or after April 1, 2008 reported within Short-term borrowings Long-term borrowings |
| • | Certain structured deposit issuances reported within Deposits received at banks. |
| • | Financial liabilities reported within Long-term borrowings |
| • | Financial reinsurance contracts reported within Other assets |
• |
Loans for trading purposes and non-trading debt securities held by subsidiaries that are not registered as a broker-dealer (“non-BD entities”) before March 31, 2024. Moreover, originations or purchases of loans held for trading purposes by non-BD entities and non-trading debt securities that are not classified as HTM or AFS held by non-BD entities from April 1, 2024. Nomura elects the FVO to these loans and non-trading debt securities for its holding purpose or to mitigate volatility through earnings that otherwise would arise had this election not been made. |
Billions of yen |
||||||||||||
Year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Gains/(Losses) (1) |
||||||||||||
Assets: |
||||||||||||
Trading assets and private equity and debt investments (2) |
||||||||||||
Trading assets |
¥ | ( |
) | ¥ | ¥ | |||||||
Private equity and debt investments |
||||||||||||
Loans and receivables |
||||||||||||
Collateralized agreements (3) |
||||||||||||
Other assets (2)(4) |
( |
) | ||||||||||
Total |
¥ | ¥ | ¥ | |||||||||
Liabilities: |
||||||||||||
Short-term borrowings (5) |
¥ | ¥ | ¥ | |||||||||
Payables and deposits |
||||||||||||
Collateralized financing (3) |
( |
) | ( |
) | ( |
) | ||||||
Long-term borrowings (5)(6) |
( |
) | ( |
) | ||||||||
Other liabilities (7) |
( |
) | ( |
) | ||||||||
Total |
¥ | ¥ | ( |
) | ¥ | |||||||
| (1) | Includes gains and losses reported primarily within Revenue – Net gain on trading Revenue — Other |
| (2) | Includes equity investments that would have been accounted for under the equity method had Nomura not chosen to elect the FVO. |
| (3) | Includes reverse repurchase and repurchase agreements. |
| (4) | Includes non-trading debt securities. |
| (5) | Includes structured notes and other financial liabilities. |
| (6) | Includes secured financing transactions arising from transfers of financial assets which did not meet the criteria for sales accounting. |
(7) |
Includes unfunded written loan commitments. |
Billions of yen |
||||||||
Year ended March 31 |
||||||||
2024 |
2025 |
|||||||
Changes recognized as a credit (debit) to other comprehensive income |
¥ | ( |
) | ¥ | ||||
Credit (debit) amounts reclassified to earnings |
||||||||
Cumulative credit balance recognized in accumulated other comprehensive income |
||||||||
Billions of yen |
||||||||||||||||||||
March 31, 2024 |
||||||||||||||||||||
Japan |
U.S. |
EU & U.K. |
Other |
Total (1) |
||||||||||||||||
Government, agency and municipal securities |
¥ | ¥ | ¥ | ¥ | ¥ | |||||||||||||||
Billions of yen |
||||||||||||||||||||
March 31, 2025 |
||||||||||||||||||||
Japan |
U.S. |
EU & U.K. |
Other |
Total (1) |
||||||||||||||||
Government, agency and municipal securities |
¥ | ¥ | ¥ | ¥ | ¥ | |||||||||||||||
| (1) | Other than above, there were ¥ Other assets — Non-trading debt securities |
Billions of yen |
||||||||||||||||||||
March 31, 2024 (1) |
||||||||||||||||||||
Fair value by level |
||||||||||||||||||||
Carrying value |
Fair value |
Level 1 |
Level 2 |
Level 3 |
||||||||||||||||
| Assets: |
||||||||||||||||||||
| Cash and cash equivalents |
¥ | ¥ | ¥ | ¥ | ¥ | |||||||||||||||
| Time deposits |
||||||||||||||||||||
| Deposits with stock exchanges and other segregated cash |
||||||||||||||||||||
| Loans receivable (2) |
||||||||||||||||||||
| Securities purchased under agreements to resell |
||||||||||||||||||||
| Securities borrowed |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
¥ | ¥ | ¥ | ¥ | ¥ | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Liabilities: |
||||||||||||||||||||
| Short-term borrowings |
¥ | ¥ | ¥ | ¥ | ¥ | |||||||||||||||
| Deposits received at banks |
||||||||||||||||||||
| Securities sold under agreements to repurchase |
||||||||||||||||||||
| Securities loaned |
||||||||||||||||||||
| Other secured borrowings |
||||||||||||||||||||
| Long-term borrowings |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
¥ | ¥ | ¥ | ¥ | ¥ | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
Billions of yen |
||||||||||||||||||||
March 31, 2025 (1) |
||||||||||||||||||||
Fair value by level |
||||||||||||||||||||
Carrying value |
Fair value |
Level 1 |
Level 2 |
Level 3 |
||||||||||||||||
| Assets: |
||||||||||||||||||||
| Cash and cash equivalents |
¥ | ¥ | ¥ | ¥ | ¥ | |||||||||||||||
| Time deposits |
||||||||||||||||||||
| Deposits with stock exchanges and other segregated cash |
||||||||||||||||||||
| Loans receivable (2) |
||||||||||||||||||||
| Securities purchased under agreements to resell |
||||||||||||||||||||
| Securities borrowed |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
¥ | ¥ | ¥ | ¥ | ¥ | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Liabilities: |
||||||||||||||||||||
| Short-term borrowings |
¥ | ¥ | ¥ | ¥ | ¥ | |||||||||||||||
| Deposits received at banks |
||||||||||||||||||||
| Securities sold under agreements to repurchase |
||||||||||||||||||||
| Securities loaned |
||||||||||||||||||||
| Other secured borrowings |
||||||||||||||||||||
| Long-term borrowings |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
¥ | ¥ | ¥ | ¥ | ¥ | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| (1) | Includes financial instruments which are carried at fair value on a recurring basis. |
| (2) | Carrying values are shown after deducting relevant allowances for current expected credit losses. |
Millions of yen |
||||||||||||||||
March 31, 2025 |
||||||||||||||||
Remaining duration |
||||||||||||||||
Fair value |
Less than 1 year |
1 to 5 years |
More than 5 years |
|||||||||||||
Restriction on transfer |
¥ | ¥ | ¥ | ¥ | ||||||||||||
Consent from third parties |
||||||||||||||||
Others |
||||||||||||||||
Total |
¥ | ¥ | ¥ | ¥ | ||||||||||||
| (1) | No specific conditions could cause a lapse in the sale restrictions as disclosed above. |
Billions of yen |
||||||||||||||||
March 31, 2024 |
||||||||||||||||
Gross fair value of derivative assets |
Impact of master netting agreements |
Impact of collateral |
Net exposure to credit risk |
|||||||||||||
| Financial institutions |
¥ | ¥ | ( |
¥ | ( |
¥ | ||||||||||
Billions of yen |
||||||||||||||||
March 31, 2025 |
||||||||||||||||
Gross fair value of derivative assets |
Impact of master netting agreements |
Impact of collateral |
Net exposure to credit risk |
|||||||||||||
| Financial institutions |
¥ | ¥ | ( |
¥ | ( |
¥ | ||||||||||
Billions of yen |
||||||||||||
March 31, 2024 |
||||||||||||
Derivative assets |
Derivative liabilities |
|||||||||||
Total notional (1) |
Fair value |
Fair value (1) |
||||||||||
| Derivatives used for trading and non-trading purposes(2) : |
||||||||||||
| Equity contracts |
¥ | ¥ | ¥ | |||||||||
| Interest rate contracts |
||||||||||||
| Credit contracts |
||||||||||||
| Foreign exchange contracts |
||||||||||||
| Other contracts |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total |
¥ | ¥ | ¥ | |||||||||
| |
|
|
|
|
|
|||||||
| Derivatives designated as formal fair value or net investment accounting hedges: |
||||||||||||
| Interest rate contracts |
¥ | ¥ | ¥ | |||||||||
| Foreign exchange contracts |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total |
¥ | ¥ | ¥ | |||||||||
| |
|
|
|
|
|
|||||||
| Total derivatives |
¥ | ¥ | ¥ | |||||||||
| |
|
|
|
|
|
|||||||
Billions of yen |
||||||||||||
March 31, 2025 |
||||||||||||
Derivative assets |
Derivative liabilities |
|||||||||||
Total notional (1) |
Fair value |
Fair value (1) |
||||||||||
| Derivatives used for trading and non-trading purposes(2) : |
||||||||||||
| Equity contracts |
¥ | ¥ | ¥ | |||||||||
| Interest rate contracts |
||||||||||||
| Credit contracts |
||||||||||||
| Foreign exchange contracts |
||||||||||||
| Other contracts |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total |
¥ | ¥ | ¥ | |||||||||
| |
|
|
|
|
|
|||||||
| Derivatives designated as formal fair value or net investment accounting hedges: |
||||||||||||
| Interest rate contracts |
¥ | ¥ | ¥ | |||||||||
| Foreign exchange contracts |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total |
¥ | ¥ | ¥ | |||||||||
| |
|
|
|
|
|
|||||||
| Total derivatives |
¥ | ¥ | ¥ | |||||||||
| |
|
|
|
|
|
|||||||
| (1) | Includes the amount of embedded derivatives bifurcated in accordance with ASC 815. |
| (2) | The amounts reported include derivatives used for non-trading purposes other than those designated as formal fair value or net investment accounting hedges. These amounts have not been separately presented since such amounts were not significant as of March 31, 2024 and March 31, 2025. |
Billions of yen |
Billions of yen |
|||||||||||||||
March 31, 2024 |
March 31, 2025 |
|||||||||||||||
Derivative assets |
Derivative liabilities (1) |
Derivative assets |
Derivative liabilities (1) |
|||||||||||||
| Equity contracts |
||||||||||||||||
| OTC settled bilaterally |
¥ | ¥ | ¥ | ¥ | ||||||||||||
| Exchange-traded |
||||||||||||||||
| Interest rate contracts |
||||||||||||||||
| OTC settled bilaterally |
||||||||||||||||
| OTC centrally-cleared |
||||||||||||||||
| Exchange-traded |
||||||||||||||||
| Credit contracts |
||||||||||||||||
| OTC settled bilaterally |
||||||||||||||||
| OTC centrally-cleared |
||||||||||||||||
| Exchange-traded |
||||||||||||||||
| Foreign exchange contracts |
||||||||||||||||
| OTC settled bilaterally |
||||||||||||||||
| Other contracts |
||||||||||||||||
| OTC settled bilaterally |
||||||||||||||||
| Exchange-traded |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total gross derivative balances (2) |
¥ | ¥ | ¥ | ¥ | ||||||||||||
| Less: Amounts offset in the consolidated balance sheets (3) |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
| (4) |
¥ | ¥ | ¥ | ¥ | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Less: Additional amounts not offset in the consolidated balance sheets (5) |
||||||||||||||||
| Financial instruments and non-cash collateral |
¥ | ( |
) | ¥ | ( |
) | ¥ | ( |
) | ¥ | ( |
) | ||||
| |
|
|
|
|
|
|
|
|||||||||
| Net amount |
¥ | ¥ | ¥ | ¥ | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| (1) | Includes the amount of embedded derivatives bifurcated in accordance with ASC 815. |
| (2) | Includes all gross derivative asset and liability balances irrespective of whether they are transacted under a master netting agreement or whether Nomura has obtained sufficient evidence of enforceability of the master netting agreement. As of March 31, 2024, the gross balance of derivative assets and derivative liabilities which are not documented under master netting agreements or are documented under master netting agreements for which Nomura has not yet obtained sufficient evidence of enforceability was ¥ |
| (3) | Represents amounts offset through counterparty offsetting of derivative assets and liabilities as well as cash collateral offsetting against net derivatives under master netting and similar agreements for which Nomura has obtained sufficient evidence of enforceability in accordance with ASC 210-20 and ASC 815. As of March 31, 2024, Nomura offset a total of ¥ |
| (4) | Net derivative assets and net derivative liabilities are generally reported within Trading assets and private equity and debt investments —Trading assets Trading liabilities Short-term borrowings Long-term borrowings |
| (5) | Represents amounts which are not permitted to be offset on the consolidated balance sheets in accordance with ASC 210-20 and ASC 815 but which provide Nomura with a legally enforceable right of offset in the event of counterparty default. Amounts relating to derivative and collateral agreements where Nomura has not yet obtained sufficient evidence of enforceability of such offsetting rights are excluded. As of March 31, 2024, a total of ¥ |
Billions of yen |
||||||||||||
Year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Derivatives used for trading and non-trading purposes(1) : |
||||||||||||
Equity contracts |
¥ | ¥ | ( |
) | ¥ | ( |
) | |||||
Interest rate contracts |
( |
) | ||||||||||
Credit contracts |
||||||||||||
Foreign exchange contracts |
||||||||||||
Other contracts |
( |
) | ||||||||||
Total |
¥ | ¥ | ¥ | ( |
) | |||||||
| (1) | Includes net gains (losses) on derivatives used for non-trading purposes which are not designated as fair value or net investment hedges. For the year ended March 31, 2023, 2024 and 2025, net gains (losses) for these non-trading derivatives were not significant. |
Billions of yen |
||||||||||||||||||||||||
Balance sheet line item in which the hedged item is included: |
Carrying amount of the hedged liabilities |
Cumulative gains of fair value hedging adjustment included in the carrying amount of the hedged liabilities |
Cumulative amount of fair value hedging adjustment remaining for the liabilities which hedge accounting has been discontinued |
|||||||||||||||||||||
March 31, 2024 |
March 31, 2025 |
March 31, 2024 |
March 31, 2025 |
March 31, 2024 |
March 31, 2025 |
|||||||||||||||||||
| ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | |||||||||||||||||||
Total |
¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ||||||||||||||||||
Billions of yen |
||||||||||||
Year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Derivatives designated as hedging instruments: |
||||||||||||
Interest rate contracts |
¥ | ¥ | ( |
) | ¥ | |||||||
Total |
¥ | ¥ | ( |
) | ¥ | |||||||
Billions of yen |
||||||||||||
Year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Hedged items: |
||||||||||||
Long-term borrowings |
¥ | ( |
) | ¥ | ¥ | ( |
) | |||||
Total |
¥ | ( |
) | ¥ | ¥ | ( |
) | |||||
Billions of yen |
||||||||||||
Year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Hedging instruments: |
||||||||||||
Foreign exchange contracts |
¥ | |
¥ | |
¥ | ( |
) | |||||
Total |
¥ | ¥ | ¥ | ( |
) | |||||||
Billions of yen |
||||||||||||||||||||||||||||
March 31, 2024 |
||||||||||||||||||||||||||||
Carrying value (1) (Asset) / Liability |
Maximum potential payout/Notional |
Notional |
||||||||||||||||||||||||||
Years to maturity |
Purchased credit protection |
|||||||||||||||||||||||||||
Total |
Less than 1 year |
1 to 3 years |
3 to 5 years |
More than 5 years |
||||||||||||||||||||||||
| Single-name credit default swaps |
¥ | ( |
) | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | |||||||||||||||||||
| Credit default swap indices |
( |
) | ||||||||||||||||||||||||||
| Other credit risk related portfolio products |
||||||||||||||||||||||||||||
| Credit-risk related options and swaptions |
||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total |
¥ | ( |
¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Billions of yen |
||||||||||||||||||||||||||||
March 31, 2025 |
||||||||||||||||||||||||||||
Carrying value (1) (Asset) / Liability |
Maximum potential payout/Notional |
Notional |
||||||||||||||||||||||||||
Years to maturity |
Purchased credit protection |
|||||||||||||||||||||||||||
Total |
Less than 1 year |
1 to 3 years |
3 to 5 years |
More than 5 years |
||||||||||||||||||||||||
| Single-name credit default swaps |
¥ | ( |
) | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ( |
) | |||||||||||||||||
| Credit default swap indices |
( |
) | ( |
) | ||||||||||||||||||||||||
| Other credit risk related portfolio products |
( |
) | ||||||||||||||||||||||||||
| Credit-risk related options and swaptions |
( |
) | ||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total |
¥ | ( |
) | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ( |
) | |||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| (1) | Carrying value amounts are shown on a gross basis prior to cash collateral or counterparty offsetting. Asset balances represent positive fair value amounts caused by tightening of credit spreads of the underlyings since inception of the credit derivatives. |
Billions of yen |
||||||||||||||||||||||||||||
March 31, 2024 |
||||||||||||||||||||||||||||
Maximum potential payout/Notional |
||||||||||||||||||||||||||||
AAA |
AA |
A |
BBB |
BB |
Other (1) |
Total |
||||||||||||||||||||||
| Single-name credit default swaps |
¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | |||||||||||||||||||||
| Credit default swap indices |
||||||||||||||||||||||||||||
| Other credit risk-related portfolio products |
||||||||||||||||||||||||||||
| Credit risk-related options and swaptions |
||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total |
¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | |||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Billions of yen |
||||||||||||||||||||||||||||
March 31, 2025 |
||||||||||||||||||||||||||||
Maximum potential payout/Notional |
||||||||||||||||||||||||||||
AAA |
AA |
A |
BBB |
BB |
Other (1) |
Total |
||||||||||||||||||||||
| Single-name credit default swaps |
¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | |||||||||||||||||||||
| Credit default swap indices |
||||||||||||||||||||||||||||
| Other credit risk-related portfolio products |
||||||||||||||||||||||||||||
| Credit risk-related options and swaptions |
||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total |
¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | |||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| (1) | Other includes credit derivatives where the credit rating of the underlying reference asset is below investment grade or where a credit rating is unavailable. |
Millions of yen |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
| Gross cash proceeds received at transfer dates |
¥ | |
¥ | |
||||
| Fair value of transferred securities at transfer dates |
¥ | ¥ | ||||||
| Fair value of transferred securities at reporting dates |
¥ | ¥ | ||||||
| Gross derivative liabilities arising from the transactions at reporting dates (1) |
¥ | ¥ | ||||||
| (1) | Amounts are presented on a gross basis, before the application of counterparty offsetting and are reported within ¥Trading liabilities in the consolidated balance sheets as of March 31, 2024 and March 31, 2025. Of these gross derivative liability amounts,Derivative instruments and hedging activities |
Millions of yen |
||||||||||||
Year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
| Commissions |
¥ | ¥ | ¥ | |||||||||
| Fees from investment banking |
||||||||||||
| Asset management and portfolio service fees |
||||||||||||
| Other revenue |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total |
¥ | ¥ | ¥ | |||||||||
| |
|
|
|
|
|
|||||||
Millions of yen |
||||||||||||
Year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
| Brokerage commissions |
¥ | ¥ | ¥ | |||||||||
| Commissions for distribution of investment trust |
||||||||||||
| Other commissions |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total |
¥ | ¥ | ¥ | |||||||||
| |
|
|
|
|
|
|||||||
Millions of yen |
||||||||||||
Year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
| Equity underwriting and distribution fees |
¥ | ¥ | ¥ | |||||||||
| Debt underwriting and distribution fees |
||||||||||||
| Financial advisory fees |
||||||||||||
| Other fees |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total |
¥ | ¥ | ¥ | |||||||||
| |
|
|
|
|
|
|||||||
Millions of yen |
||||||||||||
Year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
| Asset management fees |
¥ | ¥ | ¥ | |||||||||
| Administration fees |
||||||||||||
| Custodial fees |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total |
¥ | ¥ | ¥ | |||||||||
| |
|
|
|
|
|
|||||||
| Type of service provided to customers |
Overview of key services provided |
Key revenue recognition policies, assumptions and judgments | ||
| Trade execution, clearing services and distribution of fund units | • Buying and selling of securities on behalf of customers • Distribution of fund units • Clearing of securities and derivatives on behalf of customers |
• Trade execution and clearing commissions recognized at a point in time, namely trade date. • Distribution fees are recognized at a point in time when the fund units have been sold to third party investors. • Commissions recognized net of soft dollar credits provided to customers where Nomura is acting as agent in providing investment research and similar services to the customer. | ||
| Financial advisory services |
• Provision of financial advice to customers in connection with a specific forecasted transaction or transactions such as mergers and acquisitions |
• Fees contingent on the success of an underlying transaction are variable consideration recognized when the underlying transaction has been completed since only at | ||
Type of service provided to customers |
Overview of key services provided |
Key revenue recognition policies, assumptions and judgments | ||
• Provision of financial advice not in connection with a specific forecasted transaction or transactions such as general corporate intelligence and similar research • Issuance of fairness opinions • Structuring complex financial instruments for customers |
such point is it probable that a significant reversal of revenue will not occur. • Retainer and milestone fees are recognized either over the period to which they relate or are deferred until consummation of the underlying transaction depending on whether the underlying performance obligation is satisfied at a point in time or over time. • Judgment is required to make this determination with factors influencing this determination including, but not limited to, whether the fee is in connection with an engagement designed to achieve a specific transaction or outcome for the customer (such as the purchase or sale of a business), the nature and extent of benefit to be provided to the customer prior to, and in addition to such specific transaction or outcome and the fee structure for the engagement. • Retainer and milestone fees recognized over time are normally recognized on a straight-line basis over the term of the contract based on time elapsed. | |||
| Underwriting and syndication services | • Underwriting of debt, equity and other financial instruments on behalf of customers • Distributing securities on behalf of issuers |
• Underwriting and syndication fees are recognized at a point in time when the underlying transaction is complete. • Commitment fees where draw down of the facility is deemed | ||
Type of service provided to customers |
Overview of key services provided |
Key revenue recognition policies, assumptions and judgments | ||
• Arranging loan financing for customers • Syndicating loan financing on behalf of customer |
remote are recognized on a straight-line basis over the life of the facility based on time elapsed. • Underwriting and syndication costs are recognized either as a reduction of revenue or on a gross basis depending on whether Nomura is acting as principal or agent for such amounts. | |||
Asset management services |
• Management of funds, investment trusts and other investment vehicles • Provision of investment advisory services • Provision of custodial and administrative services to customers |
• Management fees earned by Nomura in connection with managing a fund, investment trust or other vehicle generally are recognized on a straight-line basis over the term of the contract based on time elapsed. • Performance-based fees are variable consideration recognized when the performance metric has been determined since only at such point is it probable that a significant reversal of revenue will not occur. • Custodial and administrative fees are recognized on a straight-line basis over time based on time elapsed. | ||
Millions of yen |
||||||||
March 31, 2024 |
March 31, 2025 |
|||||||
Customer contract receivables |
¥ | |
¥ | |
||||
Contract liabilities (1) |
||||||||
| (1) | Contract liabilities primarily rise from investment advisory services and are recognized over the term of the contract based on time elapsed. |
Billions of yen |
||||||||||||||||
March 31, 2024 |
||||||||||||||||
Assets |
Liabilities |
|||||||||||||||
Reverse repurchase agreements |
Securities borrowing transactions |
Repurchase agreements |
Securities lending transactions |
|||||||||||||
Total gross balance (1) |
¥ | ¥ | ¥ | ¥ | ||||||||||||
Less: Amounts offset in the consolidated balance sheets (2) |
( |
) | ( |
) | ||||||||||||
Total net amounts as reported on the face of the consolidated balance sheets (3) |
¥ | ¥ | ¥ | ¥ | ||||||||||||
Less: Additional amounts not offset in the consolidated balance sheets (4) |
||||||||||||||||
Financial instruments and non-cash collateral |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Cash collateral |
( |
) | ( |
) | ||||||||||||
Net amount |
¥ | ¥ | ¥ | ¥ | ||||||||||||
Billions of yen |
||||||||||||||||
March 31, 2025 |
||||||||||||||||
Assets |
Liabilities |
|||||||||||||||
Reverse repurchase agreements |
Securities borrowing transactions |
Repurchase agreements |
Securities lending transactions |
|||||||||||||
Total gross balance (1) |
¥ | ¥ | ¥ | ¥ | ||||||||||||
Less: Amounts offset in the consolidated balance sheets (2) |
( |
) | ( |
) | ||||||||||||
Total net amounts as reported on the face of the consolidated balance sheets (3) |
¥ | ¥ | ¥ | ¥ | ||||||||||||
Less: Additional amounts not offset in the consolidated balance sheets (4) |
||||||||||||||||
Financial instruments and non-cash collateral |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Cash collateral |
( |
) | ( |
) | ||||||||||||
Net amount |
¥ | ¥ | ¥ | ¥ | ||||||||||||
| (1) | Include all recognized balances irrespective of whether they are transacted under a master netting agreement or whether Nomura has obtained sufficient evidence of enforceability of the master netting agreement. Amounts include transactions carried at fair value through election of the fair value option. As of March 31, 2024, the gross balance of reverse repurchase agreements and repurchase agreements which were not transacted under master netting agreements or are documented under master netting agreements for which Nomura has not yet obtained sufficient evidence of enforceability amounted to ¥ agreements for which Nomura has not yet obtained sufficient evidence of enforceability amounted to ¥ |
and ¥ |
| (2) | Represent amounts offset through counterparty netting under master netting or similar agreements for which Nomura has obtained sufficient evidence of enforceability in accordance with ASC 210-20. Amounts offset include transactions carried at fair value through election of the fair value option. |
| (3) | Reverse repurchase agreements and securities borrowing transactions are reported within Collateralized agreements — Securities purchased under agreements to resell Collateralized agreements — Securities borrowed Collateralized financing — Securities sold under agreements to repurchase Collateralized financing — Securities loaned Other assets—Other Other |
| (4) | Represent amounts which are not permitted to be offset on the face of the consolidated balance sheets in accordance with ASC 210-20 but which provide Nomura with the right of offset in the event of counterparty default. Amounts relating to agreements where Nomura has not yet obtained sufficient evidence of enforceability of such offsetting rights are excluded. |
Billions of yen |
||||||||||||||||||||||||
March 31, 2024 |
||||||||||||||||||||||||
Overnight and open (1) |
Up to 30 days |
30 - 90 days |
90 days - 1 year |
Greater than 1 year |
Total |
|||||||||||||||||||
Repurchase agreements |
¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ||||||||||||||||||
Securities lending transactions |
||||||||||||||||||||||||
Total gross recognized liabilities (2) |
¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ||||||||||||||||||
Billions of yen |
||||||||||||||||||||||||
March 31, 2025 |
||||||||||||||||||||||||
Overnight and open (1) |
Up to 30 days |
30 - 90 days |
90 days - 1 year |
Greater than 1 year |
Total |
|||||||||||||||||||
Repurchase agreements |
¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ||||||||||||||||||
Securities lending transactions |
||||||||||||||||||||||||
Total gross recognized liabilities (2) |
¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ||||||||||||||||||
| (1) | Open transactions do not have an explicit contractual maturity date and are terminable on demand by Nomura or the counterparty. |
| (2) | Repurchase agreements and securities lending transactions are reported within Collateralized financing —Securities sold under agreements to repurchase Collateralized financing — Securities loaned Other assets—Other Other |
Billions of yen |
||||||||||||
March 31, 2024 |
||||||||||||
Repurchase agreements |
Securities lending transactions |
Total |
||||||||||
| Equities and convertible securities |
¥ | ¥ | ¥ | |||||||||
| Japanese government, agency and municipal securities |
||||||||||||
| Foreign government, agency and municipal securities |
||||||||||||
| Bank and corporate debt securities |
||||||||||||
| Commercial mortgage-backed securities (“CMBS”) |
||||||||||||
| Residential mortgage-backed securities (“RMBS”) (1) |
||||||||||||
| Collateralized debt obligations (“CDOs”) and other |
||||||||||||
| Investment trust funds and other |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total gross recognized liabilities (2) |
¥ | ¥ | ¥ | |||||||||
| |
|
|
|
|
|
|||||||
Billions of yen |
||||||||||||
March 31, 2025 |
||||||||||||
Repurchase agreements |
Securities lending transactions |
Total |
||||||||||
| Equities and convertible securities |
¥ | ¥ | ¥ | |||||||||
| Japanese government, agency and municipal securities |
||||||||||||
| Foreign government, agency and municipal securities |
||||||||||||
| Bank and corporate debt securities |
||||||||||||
| Commercial mortgage-backed securities (“CMBS”) |
||||||||||||
| Residential mortgage-backed securities (“RMBS”) (1) |
||||||||||||
| Collateralized debt obligations (“CDOs”) and other |
||||||||||||
| Investment trust funds and other |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total gross recognized liabilities (2) |
¥ | ¥ | ¥ | |||||||||
| |
|
|
|
|
|
|||||||
| (1) | Includes ¥ |
| (2) | Repurchase agreements and securities lending transactions are reported within Collateralized financing — Securities sold under agreements to repurchase Collateralized financing — Securities loaned Other assets—Other Other |
Billions of yen |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
| The fair value of collateral received |
¥ | |
¥ | |
||||
| The portion of the above received that has been sold (as reported as short sales within Trading liabilities in the consolidated balance sheets) or repledged |
||||||||
Millions of yen |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
Trading assets: |
||||||||
Equities and convertible securities |
¥ | ¥ | ||||||
Government and government agency securities |
||||||||
Bank and corporate debt securities |
||||||||
Residential mortgage-backed securities (“RMBS”) |
||||||||
Collateralized debt obligations (“CDOs”) and other (1) |
||||||||
Investment trust funds and other |
||||||||
| ¥ | ¥ | |||||||
Non-trading debt securities(2) |
||||||||
Investments in and advances to affiliated companies (3) |
¥ | ¥ | ||||||
| (1) | Includes collateralized loan obligations (“CLOs”) and asset-backed securities (“ABSs”) such as those secured on credit card loans, auto loans and student loans. |
| (2) | Non-trading debt securities are primarily Japanese municipal securities issued by prefectures or ordinance-designated city. |
| (3) | Investments in and advances to affiliated companies comprise shares in Nomura Research Institute, Ltd. |
Millions of yen |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
Loans and receivables |
¥ | ¥ | ||||||
Trading assets and private equity and debt investments |
||||||||
Office buildings, land, equipment and facilities |
||||||||
Non-trading debt securities |
||||||||
Investments in and advances to affiliated companies |
||||||||
Other |
||||||||
| ¥ | ¥ | |||||||
Millions of yen |
||||||||||||||||
March 31, 2025 |
||||||||||||||||
Amortized cost (1) |
Unrealized gains |
Unrealized losses |
Fair value |
|||||||||||||
Japanese government securities |
¥ | ¥ | ¥ | ( |
) | ¥ | ||||||||||
Japanese agency and municipal securities |
( |
) | ||||||||||||||
Bank and corporate debt securities |
( |
) | ||||||||||||||
Total |
¥ | ¥ | ¥ | ( |
) | ¥ | ||||||||||
| (1) | No allowances for current expected credit losses have been recognized as of March 31, 2025. |
Millions of yen |
||||||||
March 31, 2025 |
||||||||
Amortized cost (1) |
Fair value |
|||||||
Japanese government securities |
||||||||
1 year to 5 years |
¥ | ¥ | ||||||
Subtotal |
¥ | ¥ | ||||||
Japanese agency and municipal securities |
||||||||
1 year to 5 years |
||||||||
Subtotal |
¥ | ¥ | ||||||
Bank and corporate debt securities |
||||||||
1 year to 5 years |
||||||||
Subtotal |
¥ | ¥ | ||||||
Total |
¥ | ¥ | ||||||
| (1) | No allowances for current expected credit losses have been recognized as of March 31, 2025 |
Millions of yen |
||||||||||||
March 31, 2025 |
||||||||||||
Fair value |
Unrealized losses |
Number of debt securities |
||||||||||
Japanese government securities |
||||||||||||
Less than 12 months |
¥ | |
¥ | ( |
) | |||||||
Subtotal |
¥ | ¥ | ( |
) | ||||||||
Japanese agency and municipal securities |
||||||||||||
Less than 12 months |
( |
) | ||||||||||
Subtotal |
¥ | ¥ | ( |
) | ||||||||
Bank and corporate debt securities |
||||||||||||
Less than 12 months |
( |
) | ||||||||||
Subtotal |
( |
) | ||||||||||
Total |
¥ | |
¥ | ( |
) | |
||||||
Billions of yen |
||||||||||||||||||||||||
March 31, 2024 |
||||||||||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
Investment grade |
Other |
|||||||||||||||||||
Government, agency and municipal securities |
¥ | |
¥ | ¥ | |
¥ | |
¥ | |
¥ | |
|||||||||||||
Bank and corporate debt securities |
||||||||||||||||||||||||
CMBS and RMBS |
||||||||||||||||||||||||
Total |
¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ||||||||||||||||||
Billions of yen |
||||||||||||||||||||||||
March 31, 2025 |
||||||||||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
Investment grade |
Other |
|||||||||||||||||||
Government, agency and municipal securities |
¥ | |
¥ | ¥ | |
¥ | |
¥ | |
¥ | |
|||||||||||||
Bank and corporate debt securities |
||||||||||||||||||||||||
CMBS and RMBS |
||||||||||||||||||||||||
Total |
¥ | ¥ | |
¥ | ¥ | ¥ | ¥ | |||||||||||||||||
Billions of yen |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
Assets |
||||||||
Trading assets |
||||||||
Japanese government securities |
¥ | ¥ | ||||||
Loans for trading purposes |
||||||||
Loans receivable |
||||||||
Total |
¥ | |
¥ | |
||||
Liabilities |
||||||||
Borrowings |
¥ | ¥ | ||||||
Billions of yen |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
| Consolidated VIE assets |
||||||||
| Cash and cash equivalents |
¥ | ¥ | |
|||||
| Trading assets |
||||||||
| Equities |
||||||||
| Debt securities |
||||||||
| CMBS and RMBS |
||||||||
| Derivatives |
||||||||
| Private equity and debt investments |
||||||||
| Office buildings, land, equipment and facilities |
||||||||
| Other |
||||||||
| |
|
|
|
|||||
| Total |
¥ | |
¥ | |
||||
| |
|
|
|
|||||
| Consolidated VIE liabilities |
||||||||
| Trading liabilities |
||||||||
| Derivatives |
||||||||
| Borrowings |
||||||||
| Short-term borrowings |
||||||||
| Long-term borrowings |
||||||||
| Other |
||||||||
| |
|
|
|
|||||
| Total |
¥ | ¥ | ||||||
| |
|
|
|
|||||
Billions of yen |
||||||||||||
March 31, 2024 |
||||||||||||
Carrying amount of variable interests |
Maximum exposure to loss to unconsolidated VIEs |
|||||||||||
Assets |
Liabilities |
|||||||||||
| Trading assets and liabilities |
||||||||||||
| Equities |
¥ | ¥ | |
¥ | ||||||||
| Debt securities |
||||||||||||
| CMBS and RMBS |
||||||||||||
| Investment trust funds and other |
||||||||||||
| Private equity and debt investments |
||||||||||||
| Loans |
||||||||||||
| Other |
||||||||||||
| Commitments to extend credit and other guarantees |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total |
¥ | ¥ | ¥ | |||||||||
| |
|
|
|
|
|
|||||||
Billions of yen |
||||||||||||
March 31, 2025 |
||||||||||||
Carrying amount of variable interests |
Maximum exposure to loss to unconsolidated VIEs |
|||||||||||
Assets |
Liabilities |
|||||||||||
| Trading assets and liabilities |
||||||||||||
| Equities |
¥ | ¥ | |
¥ | ||||||||
| Debt securities |
||||||||||||
| CMBS and RMBS |
||||||||||||
| Investment trust funds and other |
||||||||||||
| Private equity and debt investments |
||||||||||||
| Loans |
||||||||||||
| Other |
||||||||||||
| Commitments to extend credit and other guarantees |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total |
¥ | |
¥ | ¥ | |
|||||||
| |
|
|
|
|
|
|||||||
Millions of yen |
||||||||||||
March 31, 2024 |
||||||||||||
Carried at amortized cost |
Carried at fair value (1) |
Total |
||||||||||
| Loans receivables |
||||||||||||
| Loans at banks |
¥ | ¥ | ¥ | |||||||||
| Short-term secured margin loans |
||||||||||||
| Inter-bank money market loans |
||||||||||||
| Corporate loans |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total loans receivables |
¥ | ¥ | ¥ | |||||||||
| |
|
|
|
|
|
|||||||
| Advances to affiliated companies |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total |
¥ | ¥ | ¥ | |||||||||
| |
|
|
|
|
|
|||||||
Millions of yen |
||||||||||||
March 31, 2025 |
||||||||||||
Carried at amortized cost |
Carried at fair value (1) |
Total |
||||||||||
| Loans receivables |
||||||||||||
| Loans at banks |
¥ | ¥ | ¥ | |||||||||
| Short-term secured margin loans |
||||||||||||
| Inter-bank money market loans |
||||||||||||
| Corporate loans |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total loans receivables |
¥ | ¥ | ¥ | |||||||||
| |
|
|
|
|
|
|||||||
| Advances to affiliated companies |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total |
¥ | ¥ | ¥ | |||||||||
| |
|
|
|
|
|
|||||||
| (1) | Includes loans receivable and loan commitments carried at fair value through election of the fair value option. |
| • | Loans receivable and HTM debt securities; |
| • | Written unfunded loan commitments and other off-balance sheet financial instruments; |
| • | Cash deposits; |
| • | Collateralized agreements such as reverse repos and securities borrowing transactions; |
| • | Customer contract assets and receivables; and |
| • | Other receivables including margin receivables, security deposits, default fund contributions to central clearing counterparties, reinsurance benefits, and net investments in finance leases. |
| Financial instrument |
Methodology to determine current expected credit losses | |
| Loans, written loan commitments, HTM debt securities, other off-balance sheet financial instruments and certain deposits | • Full loss rate model developed by Nomura’s Risk department • Measures expected credit losses based on probability of default (“PD”), Loss Given Default (“LGD”) and Exposure at Default (“EAD”) inputs. • PD inputs incorporate forward-looking scenarios used by Nomura for internal risk management and capital purposes. • Immediate reversion method used for periods beyond which reasonable and supportable forecast is not available. • For financial instruments which have defaulted or are probable of defaulting, expected credit losses measured using discounted cash flow analyses or, where the financial instrument is collateral dependent, based on any shortfall of fair value of the underlying collateral. | |
| Collateralized agreements, short-term secured margin loans and cash prime brokerage loans | • For reverse repos and short-term secured margin loans and cash prime brokerage loans where frequent margining is required and the counterparty has ability to replenish margin, as permitted by a practical expedient provided by ASC 326 expected credit losses are limited to difference between carrying value of the reverse repo or margin loan and fair value of underlying collateral. • Securities borrowing transactions typically have very short expected lives and are collateralized and therefore expected credit losses are generally determined qualitatively to be insignificant based on historical experience and consistent monitoring of collateral. | |
| Customer contract assets and receivables | • Expected credit losses typically based on aging analysis where loss rates are applied to the carrying value based on historical experience, the current economic climate and specific information about the ability of the client to pay. | |
Millions of yen |
||||||||||||||||||||||||
Year ended March 31, 2023 |
||||||||||||||||||||||||
Allowances for current expected credit losses against loans |
Allowances against receivables other than loans (1) |
Total allowances for current expected credit losses |
||||||||||||||||||||||
Loans at banks |
Short-term secured margin loans |
Corporate loans |
Subtotal |
|||||||||||||||||||||
| Opening balance |
¥ | ¥ | ¥ | ¥ | ¥ | |
¥ | |
||||||||||||||||
| Provision for credit losses |
||||||||||||||||||||||||
| Write-offs (3) |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
| Other (4)(5) |
( |
) | ||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Ending balance |
¥ | |
¥ | |
¥ | |
¥ | |
¥ | |
¥ | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Millions of yen |
||||||||||||||||||||||||
Year ended March 31, 2024 |
||||||||||||||||||||||||
Allowances for current expected credit losses against loans |
Allowances against receivables other than loans (1) |
Total allowances for current expected credit losses |
||||||||||||||||||||||
Loans at banks |
Short-term secured margin loans |
Corporate loans |
Subtotal |
|||||||||||||||||||||
| Opening balance |
¥ | |
¥ | ¥ | |
¥ | |
¥ | ¥ | |||||||||||||||
| Provision for credit losses (2) |
( |
) | ||||||||||||||||||||||
| Write-offs |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Other (5) |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Ending balance |
¥ | ¥ | |
¥ | ¥ | ¥ | |
¥ | |
|||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Millions of yen |
||||||||||||||||||||||||
Year ended March 31, 2025 |
||||||||||||||||||||||||
Allowances for current expected credit losses against loans |
Allowances against receivables other than loans (1) |
Total allowances for current expected credit losses |
||||||||||||||||||||||
Loans at banks |
Short-term secured margin loans |
Corporate loans |
Subtotal |
|||||||||||||||||||||
| Opening balance |
¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ||||||||||||||||||
| Provision for credit losses |
( |
) | ( |
) | ||||||||||||||||||||
| Write-offs |
||||||||||||||||||||||||
| Other (5) |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Ending balance |
¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| (1) | Includes amounts recognized against collateralized agreements, customer contract assets and receivables and other receivables. |
| (2) | A provision for credit losses in connection with settlement failures with a broker counterparty was recognized during the year ended March 31, 2024. |
| (3) | Includes ¥ |
| (4) | Includes a reduction in allowances for current expected credit losses of ¥ |
| (5) | Primarily includes recoveries and foreign exchange movements. The amounts of recoveries for the year ended March 31, 2023 and 2024 and 2025 were not significant. |
Millions of yen |
||||||||||||||||||||||||||||||||
March 31, 2024 |
||||||||||||||||||||||||||||||||
2024 |
2023 |
2022 |
2021 |
2020 |
2019 or earlier |
Revolving |
Total |
|||||||||||||||||||||||||
| Secured loans at banks: |
||||||||||||||||||||||||||||||||
| AAA-BBB |
¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ||||||||||||||||||||||||
| BB-CCC |
||||||||||||||||||||||||||||||||
| CC-D |
||||||||||||||||||||||||||||||||
| Others (1) |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total secured loans at banks |
¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Unsecured loans at banks: |
||||||||||||||||||||||||||||||||
| AAA-BBB |
¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ||||||||||||||||||||||||
| BB-CCC |
||||||||||||||||||||||||||||||||
| CC-D |
||||||||||||||||||||||||||||||||
| Others |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total unsecured loans at banks |
¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Short-term secured margin loans: |
||||||||||||||||||||||||||||||||
| AAA-BBB |
¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ||||||||||||||||||||||||
| BB-CCC |
||||||||||||||||||||||||||||||||
| CC-D |
||||||||||||||||||||||||||||||||
| Others (1) |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total short-term secured margin loans |
¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Secured corporate loans: |
||||||||||||||||||||||||||||||||
| AAA-BBB |
¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ||||||||||||||||||||||||
| BB-CCC |
||||||||||||||||||||||||||||||||
| CC-D |
||||||||||||||||||||||||||||||||
| Others (1) |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total secured corporate loans |
¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Unsecured corporate loans: |
||||||||||||||||||||||||||||||||
| AAA-BBB |
¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ||||||||||||||||||||||||
| BB-CCC |
||||||||||||||||||||||||||||||||
| CC-D |
||||||||||||||||||||||||||||||||
| Others |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total unsecured corporate loans |
¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Advances to affiliated companies |
||||||||||||||||||||||||||||||||
| AAA-BBB |
¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ||||||||||||||||||||||||
| BB-CCC |
||||||||||||||||||||||||||||||||
| CC-D |
||||||||||||||||||||||||||||||||
| Others |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total advances to affiliated companies |
¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Total |
¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| (1) | Relates to collateralized exposures where a specified ratio of LTV is maintained. |
| (2) | The amounts of write offs for the year ended March 31, 2024 were not significant. |
Millions of yen |
||||||||||||||||||||||||||||||||
March 31, 2025 |
||||||||||||||||||||||||||||||||
2025 |
2024 |
2023 |
2022 |
2021 |
2020 or earlier |
Revolving |
Total |
|||||||||||||||||||||||||
Secured loans at banks: |
||||||||||||||||||||||||||||||||
AAA-BBB |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
||||||||||||||||||||||||
BB-CCC |
||||||||||||||||||||||||||||||||
CC-D |
||||||||||||||||||||||||||||||||
Others (1) |
||||||||||||||||||||||||||||||||
Total secured loans at banks |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
||||||||||||||||||||||||
Unsecured loans at banks: |
||||||||||||||||||||||||||||||||
AAA-BBB |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
||||||||||||||||||||||||
BB-CCC |
||||||||||||||||||||||||||||||||
CC-D |
||||||||||||||||||||||||||||||||
Others |
||||||||||||||||||||||||||||||||
Total unsecured loans at banks |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
||||||||||||||||||||||||
Short-term secured margin loans: |
||||||||||||||||||||||||||||||||
AAA-BBB |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
||||||||||||||||||||||||
BB-CCC |
||||||||||||||||||||||||||||||||
CC-D |
||||||||||||||||||||||||||||||||
Others (1) |
||||||||||||||||||||||||||||||||
Total short-term secured margin loans |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
||||||||||||||||||||||||
Secured corporate loans: |
||||||||||||||||||||||||||||||||
AAA-BBB |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
||||||||||||||||||||||||
BB-CCC |
||||||||||||||||||||||||||||||||
CC-D |
||||||||||||||||||||||||||||||||
Others (1) |
||||||||||||||||||||||||||||||||
Total secured corporate loans |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
||||||||||||||||||||||||
Unsecured corporate loans: |
||||||||||||||||||||||||||||||||
AAA-BBB |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
||||||||||||||||||||||||
BB-CCC |
||||||||||||||||||||||||||||||||
CC-D |
||||||||||||||||||||||||||||||||
Others |
||||||||||||||||||||||||||||||||
Total unsecured corporate loans |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
||||||||||||||||||||||||
Advances to affiliated companies |
||||||||||||||||||||||||||||||||
AAA-BBB |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
||||||||||||||||||||||||
BB-CCC |
||||||||||||||||||||||||||||||||
CC-D |
||||||||||||||||||||||||||||||||
Others |
||||||||||||||||||||||||||||||||
Total advances to affiliated companies |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
||||||||||||||||||||||||
Total |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
¥ |
||||||||||||||||||||||||
| (1) | Relates to collateralized exposures where a specified ratio of LTV is maintained. |
| (2) | The amounts of write offs for the year ended March 31, 202 5 were not significant. |
Rating Range |
Definition | |
| AAA | Highest credit quality category. An obligor or facility has extremely strong capacity to meet its financial commitments. ‘AAA range’ is the highest credit rating assigned by Nomura. Extremely low probability of default. | |
| AA | Very high credit quality category. An obligor or facility has very strong capacity to meet its financial commitments. Very low probability of default but higher that of ‘AAA range.’ | |
| A | High credit quality category. An obligor or facility has strong capacity to meet its financial commitments but is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than those in higher-rated categories. Low probability of default but higher than that of ‘AA range.’ | |
| BBB | Good credit quality category. An obligor or facility has adequate capacity to meet its financial commitments. However, adverse economic conditions or changes in circumstances are more likely to lead to a weakened capacity to meet its financial commitments. Medium probability of default but higher than that of ‘A range.’ | |
| BB | Speculative credit quality category. An obligor or facility is less vulnerable in the near term than other lower-ratings. However, it faces major ongoing uncertainties and exposure to adverse business, financial, or economic conditions which could lead to the inadequate capacity to meet its financial commitments. Medium to high probability of default but higher than that of ‘BBB range.’ | |
| B | Highly speculative credit quality category. An obligor or facility is more vulnerable than those rated ‘BB range’, but the obligor currently has the capacity to meet its financial commitments. Adverse business, financial, or economic conditions will likely impair the issuer’s or obligor’s capacity or willingness to meet its financial commitments. High probability of default—higher than that of ‘BB range.’ | |
| CCC | Substantial credit risk. An obligor or facility is currently vulnerable, and is dependent upon favorable business, financial, and economic conditions to meet its financial commitments. Strong probability of default – higher than that of ‘B range.’ | |
| CC | An obligor or facility is currently highly vulnerable to insolvency or is under distressed debt restructuring. Due to insolvency concern or payment failure, a termination notice and close out is initiated. It also includes a solvent obligor past due on financial obligations by more than 3 months. The obligor continues to be a going-concern. | |
| C | An obligor or facility is imminent to file for bankruptcy (i.e. Chapter 11 or equivalent) in the near-term. The going-concern status is about to cease; unless for an extraordinary turnaround event. | |
| D | An Obligor or facility has filed for bankruptcy, administration, receivership, liquidation or other winding up or cessation of business of an obligor or other similar situations. D range includes sale of assets (i.e. loans) at a material loss of more than 30%, or the obligor is externally rated ‘D’ by any Designated External Rating Agencies. | |
Millions of yen |
||||||||||||||||||||||||
March 31 |
||||||||||||||||||||||||
2024 |
2025 |
|||||||||||||||||||||||
Cost |
Accumulated depreciation |
Net carrying amount |
Cost |
Accumulated depreciation |
Net carrying amount |
|||||||||||||||||||
| Real estate (1) |
¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ||||||||||||||||||
| Aircraft |
( |
) | ( |
) | ||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
¥ | ¥ | ( |
) | ¥ | ¥ | ¥ | ( |
) | ¥ | ||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| (1) | Cost, accumulated depreciation and net carrying amounts include amounts relating to real estate used by Nomura. |
Millions of yen |
||||
March 31, 2025 |
||||
Minimum lease payments to be received |
||||
| Years of receipt |
||||
| Less than 1 year |
¥ | |
||
| 1 to 2 years |
||||
| 2 to 3 years |
||||
| 3 to 4 years |
||||
| 4 to 5 years |
||||
| More than 5 years |
||||
| |
|
|||
| Total |
¥ | |||
| |
|
|||
Millions of yen |
||||||||||||
Year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
| Lease expense: |
||||||||||||
| Operating lease costs |
¥ | ¥ | ¥ | |||||||||
| Other income and expenses: |
||||||||||||
| Gross sublease income |
¥ | ¥ | ¥ | |||||||||
Millions of yen |
||||||||||||
Year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
| Cash flows for operating leases |
¥ | ¥ | ¥ | |||||||||
| ROU assets recognized in connection with new operating leases |
¥ | ¥ | ¥ | |||||||||
Millions of yen |
||||
March 31, 2025 |
||||
Operating leases |
||||
Years of payment |
||||
Less than 1 year |
¥ | |||
1 to 2 years |
||||
2 to 3 years |
||||
3 to 4 years |
||||
4 to 5 years |
||||
More than 5 years |
||||
Total undiscounted lease payments |
¥ | |
||
Less: Impact of discounting |
( |
) | ||
as reported in the consolidated balance sheets |
¥ | |||
Year ended March 31 | ||||
2024 |
2025 | |||
Operating leases |
Operating leases | |||
Weighted-average discount rate used to measure lease liabilities |
||||
Weighted-average remaining lease term |
||||
Millions of yen |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
Land |
¥ | ¥ | ||||||
Office buildings |
||||||||
Equipment and facilities |
||||||||
Software |
||||||||
Construction in progress |
||||||||
assets |
||||||||
Total |
¥ | |
¥ | |
||||
Millions of yen |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
Other assets — |
||||||||
Securities received as collateral |
¥ | ¥ | ||||||
Goodwill and other intangible assets |
||||||||
Net deferred tax assets (1) |
||||||||
Investments in equity securities for other than operating purposes (2) |
||||||||
Deposit receivables (3) |
||||||||
Prepaid expenses |
||||||||
Other |
||||||||
Total |
¥ | ¥ | ||||||
Other liabilities: |
||||||||
Obligation to return securities received as collateral |
¥ | ¥ | ||||||
Accrued income taxes |
||||||||
Net deferred tax liabilities (1) |
||||||||
Other accrued expenses and provisions (4) |
||||||||
lease |
||||||||
Other |
||||||||
Total |
¥ | ¥ | ||||||
| (1) | Net deferred tax assets are deferred tax assets offset by deferred tax liabilities which relate to the same tax-paying component within a particular tax jurisdiction. Net deferred tax liabilities are deferred tax liabilities offset by deferred tax assets which relate to the same tax-paying component within a particular tax jurisdiction. See Note 15 “Income taxes” for further information. |
| (2) | Includes equity securities held for other than trading or operating purposes. These investments comprise listed equity securities and unlisted equity securities of ¥ Revenue Other . See Note 6 “ Non-trading investments ” for further information. |
| (3) | Includes Japan Securities Clearing Corporation’s clearing fund. |
| (4) | Includes a liability of ¥ Commitments, contingencies and guarantees |
Millions of yen |
||||||||||||||||||||||||||||||||||||
Year ended March 31, 2024 |
||||||||||||||||||||||||||||||||||||
Beginning of year |
Changes during year |
End of year |
||||||||||||||||||||||||||||||||||
Gross carrying amount |
Accumulated Impairment |
Net carrying amount |
Acquisition |
Impairment |
Other (1) |
Gross carrying amount |
Accumulated Impairment |
Net carrying amount |
||||||||||||||||||||||||||||
| Wholesale |
¥ | ¥ | ( |
) | ¥ | ¥ | |
¥ | ( |
) | ¥ | ¥ | ¥ | ( |
) | ¥ | ||||||||||||||||||||
| Other |
|
|||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Total |
¥ | ¥ | ( |
) | ¥ | ¥ | |
¥ | ( |
) | ¥ | ¥ | ¥ | ( |
) | ¥ | ||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Millions of yen |
||||||||||||||||||||||||||||||||||||
Year ended March 31, 2025 |
||||||||||||||||||||||||||||||||||||
Beginning of year |
Changes during year |
End of year |
||||||||||||||||||||||||||||||||||
Gross carrying amount |
Accumulated Impairment |
Net carrying amount |
Acquisition |
Impairment |
Other (1) |
Gross carrying amount |
Accumulated Impairment |
Net carrying amount |
||||||||||||||||||||||||||||
| Wholesale |
¥ | ¥ | ( |
¥ | ¥ | |
¥ | ¥ | ( |
) | ¥ | ¥ | ( |
¥ | ||||||||||||||||||||||
| Other |
|
|||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| Total |
¥ | ¥ | ( |
¥ | ¥ | |
¥ | ¥ | ( |
) | ¥ | ¥ | ( |
¥ | ||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
| (1) | Includes currency translation adjustments. |
Millions of yen |
||||||||||||||||||||||||
March 31, 2024 |
March 31, 2025 |
|||||||||||||||||||||||
Gross carrying amount |
Accumulated amortization |
Net carrying amount |
Gross carrying amount |
Accumulated amortization |
Net carrying amount |
|||||||||||||||||||
| Client relationships |
¥ | ¥ | ( |
) | ¥ | ¥ | ¥ | ( |
) | ¥ | ||||||||||||||
| Other |
( |
) | ( |
) | ||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
¥ | ¥ | ( |
) | ¥ | ¥ | ¥ | ( |
) | ¥ | ||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Millions of yen |
||||
| Year ending March 31 |
Estimated amortization expense |
|||
| 2026 |
¥ | |
||
| 2027 |
||||
| 2028 |
||||
| 2029 |
||||
| 2030 |
||||
Millions of yen |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
| Balance at beginning of year |
¥ | ¥ | ||||||
| Provision for the year |
||||||||
| Settled during the year |
( |
) | ( |
) | ||||
| Revisions in estimated cash flows |
||||||||
| |
|
|
|
|||||
| Balance at end of year |
¥ | ¥ | ||||||
| |
|
|
|
|||||
Millions of yen |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
| Short-term borrowings (1) : |
||||||||
| Commercial paper |
¥ | ¥ | ||||||
| Bank borrowings |
||||||||
| Other |
||||||||
| |
|
|
|
|||||
| Total |
¥ | ¥ | ||||||
| |
|
|
|
|||||
| Long-term borrowings: |
||||||||
| Long-term borrowings from banks and other financial institutions (2) |
¥ | ¥ | ||||||
| Bonds and notes issued (3) : |
||||||||
| Fixed-rate obligations: |
||||||||
| Japanese Yen denominated |
||||||||
| Non-Japanese Yen denominated |
||||||||
| Floating-rate obligations: |
||||||||
| Japanese Yen denominated |
||||||||
| Non-Japanese Yen denominated |
||||||||
| Index / Equity-linked obligations: |
||||||||
| Japanese Yen denominated |
||||||||
| Non-Japanese Yen denominated |
||||||||
| |
|
|
|
|||||
| |
|
|
|
|||||
| Subtotal |
||||||||
| |
|
|
|
|||||
| Trading balances of secured borrowings |
||||||||
| |
|
|
|
|||||
| Total |
¥ | ¥ | ||||||
| |
|
|
|
|||||
| (1) | Includes secured borrowings of ¥ |
| (2) | Includes secured borrowings of ¥ |
| (3) | Includes secured borrowings of ¥ |
Millions of yen |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
| Debt issued by the Company |
¥ | ¥ | ||||||
| Debt issued by subsidiaries—guaranteed by the Company (1) |
||||||||
| Debt issued by subsidiaries—not guaranteed by the Company (1) |
||||||||
| |
|
|
|
|||||
| Total |
¥ | ¥ | ||||||
| |
|
|
|
|||||
| (1) | Includes trading balances of secured borrowings. |
March 31 |
||||||||
2024 |
2025 |
|||||||
| Short-term borrowings |
% | % | ||||||
| Long-term borrowings |
% | % | ||||||
| Fixed-rate obligations |
% | % | ||||||
| Floating-rate obligations |
% | % | ||||||
| Index / Equity-linked obligations |
% | % | ||||||
| Year ending March 31 |
Millions of yen |
|||
| 2026 |
¥ | |||
| 2027 |
||||
| 2028 |
||||
| 2029 |
||||
| 2030 |
||||
| 2031 and thereafter |
||||
| |
|
|||
| Subtotal |
||||
| |
|
|||
| Trading balances of secured borrowings |
||||
| |
|
|||
| Total |
¥ | |||
| |
|
|||
Millions of yen except per share data presented in yen |
||||||||||||
Year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
| Basic — |
||||||||||||
| Net income attributable to NHI shareholders |
¥ | ¥ | ¥ | |||||||||
| |
|
|
|
|
|
|||||||
| Weighted average number of NHI shares outstanding |
||||||||||||
| |
|
|
|
|
|
|||||||
| Net income attributable to NHI shareholders per share |
¥ | ¥ | ¥ | |||||||||
| |
|
|
|
|
|
|||||||
| Diluted — |
||||||||||||
| Net income attributable to NHI shareholders |
¥ | ¥ | ¥ | |||||||||
| |
|
|
|
|
|
|||||||
| Weighted average number of NHI shares outstanding |
||||||||||||
| |
|
|
|
|
|
|||||||
| Net income attributable to NHI shareholders per share |
¥ | ¥ | ¥ | |||||||||
| |
|
|
|
|
|
|||||||
Millions of yen |
||||||||||||
Year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
| Service cost |
¥ | ¥ | ¥ | |||||||||
| Interest cost |
||||||||||||
| Expected return on plan assets |
( |
) | ( |
) | ( |
) | ||||||
| Amortization of net actuarial losses |
||||||||||||
| Amortization of prior service cost |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| |
¥ | ¥ | ¥ | |||||||||
| |
|
|
|
|
|
|||||||
Millions of yen |
||||||||
As of or for the year ended March 31 |
||||||||
2024 |
2025 |
|||||||
| Change in projected benefit obligation: |
||||||||
| Projected benefit obligation at beginning of year |
¥ | ¥ | ||||||
| Service cost |
||||||||
| Interest cost |
||||||||
| Actuarial gain |
( |
) | ( |
) | ||||
| Benefits paid |
( |
) | ( |
) | ||||
| Amendments of pension benefit plans |
( |
) | ||||||
| Acquisition, divestitures and other |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| Projected benefit obligation at end of year |
¥ | ¥ | ||||||
| |
|
|
|
|||||
| Change in plan assets: |
||||||||
| Fair value of plan assets at beginning of year |
¥ | ¥ | ||||||
| Actual return on plan assets |
( |
) | ||||||
| Employer contributions |
||||||||
| Benefits paid |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| Fair value of plan assets at end of year |
¥ | ¥ | ||||||
| |
|
|
|
|||||
| Funded status at end of year |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| Amounts recognized in the consolidated balance sheets |
¥ | ( |
) | ¥ | ( |
) | ||
| |
|
|
|
|||||
Millions of yen |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
| Plans with ABO in excess of plan assets: |
||||||||
| PBO |
¥ | ¥ | ||||||
| ABO |
||||||||
| Fair value of plan assets |
||||||||
| Plans with PBO in excess of plan assets: |
||||||||
| PBO |
¥ | ¥ | ||||||
| ABO |
||||||||
| Fair value of plan assets |
||||||||
Millions of yen |
||||
For the year ended March 31, 2025 |
||||
| Net actuarial loss |
¥ | |
||
| Net prior service cost |
( |
) | ||
| |
|
|||
| Total |
¥ | |||
| |
|
|||
Millions of yen |
||||
For the year ending March 31, 2026 |
||||
| Net actuarial loss |
¥ | |||
| Net prior service cost |
( |
) | ||
| |
|
|||
| Total |
¥ | |
||
| |
|
|||
March 31 |
||||||||
2024 |
2025 |
|||||||
| Discount rate |
% | % | ||||||
| Rate of increase in compensation levels |
% | % | ||||||
| Interest crediting rate |
% | % | ||||||
Year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
| Discount rate |
% | % | % | |||||||||
| Rate of increase in compensation levels |
% | % | % | |||||||||
| Expected long-term rate of return on plan assets |
% | % | % | |||||||||
| Interest crediting rate |
% | % | % | |||||||||
Millions of yen |
||||||||||||||||
March 31, 2024 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Balance as of March 31, 2024 |
|||||||||||||
| Pension plan assets: |
||||||||||||||||
| Private equity and pooled investments (1) |
¥ | ¥ | ¥ | ¥ | ||||||||||||
| Japanese government securities |
||||||||||||||||
| Investment trust funds and other (2)(3) |
||||||||||||||||
| Life insurance company general accounts |
||||||||||||||||
| Other assets |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
¥ | ¥ | ¥ | ¥ | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
Millions of yen |
||||||||||||||||
March 31, 2025 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Balance as of March 31, 2025 |
|||||||||||||
| Pension plan assets: |
||||||||||||||||
| Private equity and pooled investments (1) |
¥ | ¥ | ¥ | ¥ | ||||||||||||
| Japanese government securities |
||||||||||||||||
| Investment trust funds and other (2)(3) |
||||||||||||||||
| Life insurance company general accounts |
||||||||||||||||
| Other assets |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
¥ | ¥ | ¥ | ¥ | ||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| (1) | Includes corporate type equity investments. |
| (2) | Includes primarily debt investment funds. Hedge funds and real estate funds are also included. |
| (3) | Certain plan assets that are carried at fair value using net asset value per share as a practical expedient have not been classified in the fair value hierarchy. As of March 31, 2024 and 2025, the fair value of these assets was ¥ |
Millions of yen |
||||||||||||||||
Year ended March 31, 2024 |
||||||||||||||||
Balance as of April 1, 2023 |
Unrealized and realized gains / (loss) |
Purchases / sales and other settlement |
Balance as of March 31, 2024 |
|||||||||||||
| Private equity and pooled investments |
¥ | ¥ | ( |
) | ¥ | ( |
) | ¥ | ||||||||
| Investment trust funds and other |
( |
) | ||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
¥ | ¥ | ¥ | ( |
) | ¥ | ||||||||||
| |
|
|
|
|
|
|
|
|||||||||
Millions of yen |
||||||||||||||||
Year ended March 31, 2025 |
||||||||||||||||
Balance as of April 1, 2024 |
Unrealized and realized gains / (loss) |
Purchases / sales and other settlement |
Balance as of March 31, 2025 |
|||||||||||||
| Private equity and pooled investments |
¥ | ¥ | ( |
) | ¥ | ( |
) | ¥ | ||||||||
| Investment trust funds and other |
( |
) | ( |
|||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total |
¥ | ¥ | ( |
) | ¥ | ( |
) | ¥ | ||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Year ending March 31 |
Millions of yen |
|||
| 2026 |
¥ | |
||
| 2027 |
||||
| 2028 |
||||
| 2029 |
||||
| 2030 |
||||
| 2031-2035 |
||||
Outstanding (number of Nomura shares) |
Weighted-average grant date fair value per share |
Weighted-average remaining life until expiry (years) |
||||||||||
Outstanding as of March 31, 2024 |
¥ | |
||||||||||
Granted |
||||||||||||
Forfeited |
( |
) | ||||||||||
Delivered |
( |
) | ||||||||||
Outstanding as of March 31, 2025 |
¥ | |||||||||||
NSUs |
CSUs |
|||||||||||||||
Outstanding (number of units) |
Stock price |
Outstanding (number of units) |
Stock price |
|||||||||||||
Outstanding as of March 31, 2024 |
¥ | |
¥ | |
||||||||||||
Granted |
(1) |
|||||||||||||||
Vested |
( |
) | (2) |
( |
) | (2) | ||||||||||
Forfeited |
( |
) | ( |
) | ||||||||||||
Outstanding as of March 31, 2025 |
¥ | (3) |
¥ | (3) | ||||||||||||
| (1) | Weighted-average price of NHI shares used to determine number of awards granted. |
| (2) | Weighted-average price of NHI shares used to determine the final cash settlement amount of the awards. |
| (3) | The price of NHI shares used to remeasure the fair value of the remaining outstanding unvested awards as of March 31, 2025. |
Millions of yen |
||||||||||||
Year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Current: |
||||||||||||
Domestic |
¥ | ¥ | ¥ | |||||||||
Foreign |
||||||||||||
Subtotal |
||||||||||||
Deferred: |
||||||||||||
Domestic |
||||||||||||
Foreign |
( |
) | ( |
) | ||||||||
Subtotal |
( |
) | ||||||||||
Total |
¥ | |
¥ | ¥ | ||||||||
Year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Nomura’s effective statutory tax rate |
% | % | % | |||||||||
Impact of: |
||||||||||||
Changes in deferred tax valuation allowances |
( |
) | ||||||||||
Additional taxable income |
||||||||||||
Non-deductible expenses |
||||||||||||
Non-taxable income |
( |
) | ( |
) | ( |
) | ||||||
Dividends from foreign subsidiaries |
||||||||||||
Tax effect of undistributed earnings of foreign subsidiaries |
( |
) | ||||||||||
Different tax rate applicable to income (loss) of foreign subsidiaries |
( |
) | ( |
) | ( |
) | ||||||
Effect of changes in foreign tax laws |
( |
) | ||||||||||
Effect of changes in domestic tax laws |
— | — | ||||||||||
Tax benefit recognized on the outside basis differences for investment in subsidiaries and affiliates |
( |
) | ( |
) | ( |
) | ||||||
Other |
( |
) | ( |
) | ( |
) | ||||||
Effective tax rate |
% | % | % | |||||||||
Millions of yen |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
Deferred tax assets |
||||||||
Depreciation, amortization and valuation of fixed assets |
¥ | ¥ | ||||||
Investments in subsidiaries and affiliates |
||||||||
Valuation of financial instruments |
||||||||
Accrued pension and severance costs |
||||||||
Other accrued expenses and provisions |
||||||||
Operating losses |
||||||||
Lease liabilities |
||||||||
Other |
||||||||
Gross deferred tax assets |
||||||||
Less—Valuation allowances |
( |
) | ( |
) | ||||
Total deferred tax assets |
||||||||
Deferred tax liabilities |
||||||||
Investments in subsidiaries and affiliates |
||||||||
Valuation of financial instruments |
||||||||
Undistributed earnings of foreign subsidiaries |
||||||||
Valuation of fixed assets |
||||||||
Right-of-use |
||||||||
Other |
||||||||
Total deferred tax liabilities |
||||||||
Net deferred tax assets (liabilities) |
¥ | ( |
) | ¥ | ( |
) | ||
Millions of yen |
||||||||||||
Year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
| Balance at beginning of year |
¥ | ¥ | ¥ | |||||||||
| Net change during the year |
(1) |
(2) |
( |
) (3) | ||||||||
| |
|
|
|
|
|
|||||||
| Balance at end of year |
¥ | ¥ | ¥ | |||||||||
| |
|
|
|
|
|
|||||||
| (1) | Primarily includes an increase of ¥ |
| (2) | Primarily includes an increase of ¥ |
| (3) | Primarily includes a decrease of ¥ a decrease in operating loss carryforwards, and a reduction of ¥ |
Millions of yen |
||||||||||||
Year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
| Balance at beginning of year |
¥ |
¥ |
¥ |
|||||||||
| Increases based on tax positions related to the current period |
||||||||||||
| Increases based on tax positions related to the prior periods |
— |
|||||||||||
| Decreases based on tax positions related to the prior periods |
( |
) |
— |
— |
||||||||
| Decreases related to lapse of the applicable statute of limitations |
( |
) |
( |
) |
— |
|||||||
| Exchange rate fluctuations |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Balance at end of year |
¥ |
¥ |
¥ |
|||||||||
| |
|
|
|
|
|
|||||||
| Jurisdiction |
Year ended March 31, |
|||
| Japan |
(1) | |||
| United Kingdom |
(2) | |||
| United States |
||||
| (1) | The earliest year in which Nomura remains subject to examination for transfer pricing issues is the year ended March 31, 2019. |
| (2) | The earliest year in which Nomura remains subject to examination for transfer pricing issues is the year ended March 31, 2016. |
Millions of yen |
||||||||||||||||||||
For the year ended March 31, 2023 |
||||||||||||||||||||
Balance at beginning of year |
Other comprehensive income (loss) before reclassifications |
Reclassifications out of accumulated other comprehensive income (loss) |
Net change during the year |
Balance at end of year |
||||||||||||||||
| Cumulative translation adjustments |
¥ | ¥ | ¥ | ( |
) | ¥ | ¥ | |||||||||||||
| Pension liability adjustment (1) |
( |
) | ( |
) | ||||||||||||||||
| Own credit adjustments (3) |
( |
) | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
¥ | ¥ | ¥ | ( |
) | ¥ | ¥ | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
Millions of yen |
||||||||||||||||||||
For the year ended March 31, 2024 |
||||||||||||||||||||
Balance at beginning of year |
Other comprehensive income (loss) before reclassifications |
Reclassifications out of accumulated other comprehensive income (loss) |
Net change during the year |
Balance at end of year |
||||||||||||||||
| Cumulative translation adjustments |
¥ | ¥ | ¥ | ( |
) | ¥ | ¥ | |||||||||||||
| Pension liability adjustment (1) |
( |
) | |
( |
) | |||||||||||||||
| Own credit adjustments (3) |
( |
) | ( |
) | ( |
) | ||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
¥ | ¥ | ¥ | ¥ | ¥ | |||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
Millions of yen |
||||||||||||||||||||
For the year ended March 31, 2025 |
||||||||||||||||||||
Balance at beginning of year |
Other comprehensive income (loss) before reclassifications |
Reclassifications out of accumulated other comprehensive income (loss) |
Net change during the year |
Balance at end of year |
||||||||||||||||
| Cumulative translation adjustments |
¥ | ¥ | ( |
) | ¥ | ¥ | ( |
) | ¥ | |||||||||||
| Pension liability adjustment (1) |
( |
) | ( |
) | ||||||||||||||||
| Net unrealized gain (loss) on non-trading debt securities (2) |
( |
) | ( |
) | ( |
) | ||||||||||||||
| Own credit adjustments (3) |
( |
) | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
¥ | ¥ | ( |
) | ¥ | ¥ | ( |
) | ¥ | |||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| (1) | See Note 13 “ Employee benefit plans |
| (2) | See Note 6 “ Non-trading investments |
| (3) | See Note 2 “ Fair value measurements |
Millions of yen | ||||||||||||||
For the year ended March 31 | ||||||||||||||
2023 |
2024 |
2025 |
Affected line items in consolidated statements of income | |||||||||||
Reclassifications out of accumulated other comprehensive income (loss) |
Reclassifications out of accumulated other comprehensive income (loss) |
Reclassifications out of accumulated other comprehensive income (loss) |
||||||||||||
| Cumulative translation adjustments: |
||||||||||||||
| ¥ | ¥ | ¥ | ( |
) | Revenue—Other / Non-interest expenses—Other | |||||||||
| ( |
) | Income tax expense | ||||||||||||
| |
|
|
|
|
|
|||||||||
| |
|
( |
) | Net income (loss) | ||||||||||
| |
|
|
|
|
|
|||||||||
Net income attributable to noncontrolling interests | ||||||||||||||
| |
|
|
|
|
|
|||||||||
| ¥ | ¥ | ¥ | ( |
) | Net income (loss) attributable to NHI shareholders | |||||||||
| |
|
|
|
|
|
|||||||||
Millions of yen | ||||||||||||||
For the year ended March 31 | ||||||||||||||
2023 |
2024 |
2025 |
Affected line items in consolidated statements of income | |||||||||||
Reclassifications out of accumulated other comprehensive income (loss) |
Reclassifications out of accumulated other comprehensive income (loss) |
Reclassifications out of accumulated other comprehensive income (loss) |
||||||||||||
| Pension liability adjustment: |
||||||||||||||
| ¥ | ( |
) | ¥ | ( |
) | ¥ | ( |
) | Non-interest expenses—Compensation and benefits /Revenue—Other | |||||
Income tax expense | ||||||||||||||
| |
|
|
|
|
|
|||||||||
| ( |
) | ( |
) | ( |
) | Net income (loss) | ||||||||
| |
|
|
|
|
|
|||||||||
Net income attributable to noncontrolling interests | ||||||||||||||
| |
|
|
|
|
|
|||||||||
| ¥ | ( |
) | ¥ | ( |
) | ¥ | ( |
) | Net income (loss) attributable to NHI shareholders | |||||
| |
|
|
|
|
|
|||||||||
Millions of yen | ||||||||||||||
For the year ended March 31 | ||||||||||||||
2023 |
2024 |
2025 |
Affected line items in consolidated statements of income | |||||||||||
Reclassifications out of accumulated other comprehensive income (loss) |
Reclassifications out of accumulated other comprehensive income (loss) |
Reclassifications out of accumulated other comprehensive income (loss) |
||||||||||||
| Own credit adjustments: |
||||||||||||||
| ¥ | ¥ | ¥ | Revenue—Net gain on trading | |||||||||||
| ( |
) | ( |
) | ( |
) | Income tax expense | ||||||||
| |
|
|
|
|
|
|||||||||
| |
|
|
Net income (loss) | |||||||||||
| |
|
|
|
|
|
|||||||||
Net income attributable to noncontrolling interests | ||||||||||||||
| |
|
|
|
|
|
|||||||||
| ¥ | ¥ | ¥ | Net income (loss) attributable to NHI shareholders | |||||||||||
| |
|
|
|
|
|
|||||||||
Number of Shares |
||||||||||||
Year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
| Common stock outstanding at beginning of year |
||||||||||||
| Decrease of common stock by cancellation of treasury stock |
— | ( |
) | — | ||||||||
| Common stock held in treasury: |
||||||||||||
| Repurchases of common stock |
( |
) | ( |
) | ( |
) | ||||||
| Sales of common stock |
||||||||||||
| Common stock issued to employees |
||||||||||||
| Cancellation of treasury stock |
— | — | ||||||||||
| Other net change in treasury stock |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Common stock outstanding at end of year |
||||||||||||
| |
|
|
|
|
|
|||||||
(1) |
Reasons |
(2) |
Contents of Buyback |
Millions of yen |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
| Total assets |
¥ | ¥ | ||||||
| Total liabilities |
|
|
||||||
Millions of yen |
||||||||||||
Year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
| Net revenues |
¥ | |
¥ | |
¥ | |
||||||
| Non-interest expenses |
||||||||||||
| Net income attributable to affiliated companies |
||||||||||||
Millions of yen |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
| Investments in affiliated companies |
¥ | |
¥ | |
||||
| Advances to affiliated companies |
||||||||
| Other receivables from affiliated companies (1) |
||||||||
| Other payables to affiliated companies (2) |
||||||||
| (1) | Includes ROU assets of ¥ |
| (2) | Includes operating lease liabilities of ¥ |
Millions of yen |
||||||||||||
Year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
| Revenues |
¥ | ¥ | ¥ | |||||||||
| Non-interest expenses |
||||||||||||
| Purchase of software, securities and tangible assets |
||||||||||||
Millions of yen |
||||||||
March 31 |
||||||||
2024 |
2025 |
|||||||
Carrying amount |
¥ | |
¥ | |
||||
Fair value |
||||||||
Millions of yen |
||||||||||||
Year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Equity in earnings of equity-method investees (1) |
¥ | |
¥ | |
¥ | |
||||||
Dividends from equity-method investees and equity-method investees for which FVO was elected (2)(3) |
||||||||||||
| (1) | Equity in earnings of equity-method investees is reported within Revenue—Other |
(2) |
Dividends from equity-method investees for which FVO was elected are reported within Interest and Dividends |
(3) |
Certain reclassifications of previously reported amounts have been made to conform to the current period presentation. |
Millions of yen |
||||||||
March 31, 2024 |
March 31, 2025 |
|||||||
Commitments to extend credit |
||||||||
Liquidity facilities to central clearing counterparties |
¥ | ¥ | ||||||
Other commitments to extend credit |
||||||||
Total |
¥ | ¥ | ||||||
Commitments to invest |
¥ | ¥ | ||||||
Millions of yen |
||||||||||||||||||||
Total contractual amount |
Years to maturity |
|||||||||||||||||||
Less than 1 year |
1 to 3 years |
3 to 5 years |
More than 5 years |
|||||||||||||||||
Commitments to extend credit |
||||||||||||||||||||
Liquidity facilities to central clearing counterparties |
¥ | ¥ | ¥ | ¥ | ¥ | |||||||||||||||
Other commitments to extend credit |
||||||||||||||||||||
Total |
¥ | ¥ | ¥ | ¥ | ¥ | |||||||||||||||
Commitments to invest |
¥ | ¥ | ¥ | ¥ | ¥ | |||||||||||||||
Millions of yen |
||||||||||||||||||||||||||||
Total |
Years of payment |
|||||||||||||||||||||||||||
Less than 1 year |
1 to 2 years |
2 to 3 years |
3 to 4 years |
4 to 5 years |
More than 5 years |
|||||||||||||||||||||||
Purchase obligations |
¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ¥ | |||||||||||||||||||||
Millions of yen |
||||||||||||||||
March 31 |
||||||||||||||||
2024 |
2025 |
|||||||||||||||
Carrying value |
Maximum potential payout / Notional total |
Carrying value |
Maximum potential payout / Notional total |
|||||||||||||
Derivative contracts (1)(2) |
¥ | ¥ | ¥ | ¥ | ||||||||||||
Standby letters of credit and other guarantees (3) |
||||||||||||||||
| (1) | Credit derivatives are disclosed in Note 3 “ Derivative instruments and hedging activities |
| (2) | Derivative contracts primarily consist of equity, interest rate and foreign exchange contracts. |
| (3) | Primarily related to a certain sponsored repo program where Nomura guarantees to a third party clearing house in relation to its clients’ payment obligations. Our credit exposures under this guarantee is minimized by obtaining collateral from clients at amount approximately the maximum potential payout under the guarantee. |
Millions of yen |
||||||||||||||||||||||||
Carrying value |
Maximum potential payout/Notional |
|||||||||||||||||||||||
Total |
Years to Maturity |
|||||||||||||||||||||||
Less than 1 year |
1 to 3 years |
3 to 5 years |
More than 5 years |
|||||||||||||||||||||
Derivative contracts |
¥ | ¥ | ¥ | ¥ | ¥ | ¥ | ||||||||||||||||||
Standby letters of credit and other guarantees |
||||||||||||||||||||||||
Millions of yen |
||||||||||||||||||||
Wealth Management |
Investment Management |
Wholesale (1 ) |
Other (Incl. elimination) |
Total |
||||||||||||||||
Year ended March 31, 2023 |
||||||||||||||||||||
Non-interest revenue |
¥ | ¥ | ¥ | ¥ | ¥ | |||||||||||||||
Net interest revenue |
( |
) | ( |
) | ( |
) | ||||||||||||||
Net revenue |
||||||||||||||||||||
Non-interest expenses(2) |
||||||||||||||||||||
Income before income taxes |
¥ | ¥ | ¥ | ¥ | ¥ | |||||||||||||||
Year ended March 31, 2024 |
||||||||||||||||||||
Non-interest revenue |
¥ | ¥ | ¥ | ¥ | ¥ | |||||||||||||||
Net interest revenue |
( |
) | ||||||||||||||||||
Net revenue |
||||||||||||||||||||
Non-interest expenses(2) |
||||||||||||||||||||
Income before income taxes |
¥ | ¥ | ¥ | ¥ | ¥ | |||||||||||||||
Year ended March 31, 2025 |
||||||||||||||||||||
Non-interest revenue |
¥ | ¥ | ¥ | ¥ | ¥ | |||||||||||||||
Net interest revenue |
||||||||||||||||||||
Net revenue |
||||||||||||||||||||
Non-interest expenses(2) |
||||||||||||||||||||
Income before income taxes |
¥ | ¥ | ¥ | ¥ | ¥ | |||||||||||||||
| (1) | Non-interest revenueNon-interest expenseNet gain on trading Non-interest expenses—Other |
| (2) | Includes primarily personnel expenses, occupancy, technology, and professional fees. |
Millions of yen |
||||||||||||
Year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Net gain (loss) related to economic hedging transactions |
¥ | ( |
) | ¥ | ¥ | ( |
) | |||||
Realized gain on investments in equity securities held for operating purposes |
|
|
||||||||||
Equity in earnings of affiliates |
|
|||||||||||
Corporate items |
( |
) | ( |
) | ( |
) | ||||||
Other (1)(2) |
( |
) | ||||||||||
Total |
¥ | ¥ | ¥ | |||||||||
| (1) | Income before income taxes for the year ended March 31, 2023 includes a gain of approximately ¥ |
| (2) | Includes the impact of Nomura’s own creditworthiness. |
Millions of yen |
||||||||||||
Year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Net revenue |
¥ | ¥ | ¥ | |||||||||
Unrealized gain (loss) on investments in equity securities held for operating purposes (1) |
( |
) | ( |
) | ( |
) | ||||||
Consolidated net revenue |
¥ | ¥ | ¥ | |||||||||
Non-interest expenses |
¥ | ¥ | ¥ | |||||||||
Unrealized gain (loss) on investments in equity securities held for operating purposes |
||||||||||||
Consolidated non-interest expenses |
¥ | ¥ | ¥ | |||||||||
Income before income taxes |
¥ | ¥ | ¥ | |||||||||
Unrealized gain (loss) on investments in equity securities held for operating purposes (1) |
( |
) | ( |
) | ( |
) | ||||||
Consolidated income before income taxes |
¥ | ¥ | ¥ | |||||||||
| (1) | Includes a reversal of unrealized gain (loss) on investments in equity securities held for operating purposes that were sold in the years ended March 31, 2023, 2024 and 2025. |
Millions of yen |
||||||||||||
Year ended March 31 |
||||||||||||
2023 (2) |
2024 |
2025 |
||||||||||
Net revenue (1)(2) : |
||||||||||||
Americas |
¥ | ¥ | ¥ | |||||||||
Europe |
||||||||||||
Asia and Oceania |
||||||||||||
Subtotal |
||||||||||||
Japan |
||||||||||||
Consolidated |
¥ | ¥ | ¥ | |||||||||
Income (loss) before income taxes (2) : |
||||||||||||
Americas |
¥ | ( |
) | ¥ | ¥ | |||||||
Europe |
( |
) | ||||||||||
Asia and Oceania |
||||||||||||
Subtotal |
( |
) | ||||||||||
Japan |
||||||||||||
Consolidated |
¥ | ¥ | ¥ | |||||||||
| (1) | There is no revenue derived from transactions with a single major external customer. |
| (2) | Includes gains from the estimated recoverable amounts and collected amounts for a part of the claim related to the loss arising from the U.S. Prime Brokerage Event. |
Millions of yen |
||||||||||||
Year ended March 31 |
||||||||||||
2023 |
2024 |
2025 |
||||||||||
Long-lived assets: |
||||||||||||
Americas |
¥ | ¥ | ¥ | |||||||||
Europe |
||||||||||||
Asia and Oceania |
||||||||||||
Subtotal |
||||||||||||
Japan |
|
|
|
|||||||||
Consolidated |
¥ | ¥ | ¥ | |||||||||
Table of Contents
INDEX OF EXHIBITS
| Exhibit Number |
Description | |
| 1.1 | Articles of Incorporation of Nomura Holdings, Inc. (English translation) (filed on June 24, 2022 as an exhibit to the Annual Report on Form 20-F (File No. 001-15270) and incorporated herein by reference) | |
| 1.2 | Share Handling Regulations of Nomura Holdings, Inc. (English translation) (filed on June 28, 2023 as an exhibit to the Annual Report on Form 20-F (File No. 001-15270) and incorporated herein by reference) | |
| 1.3 | Regulations of the Board of Directors of Nomura Holdings, Inc. (English translation) | |
| 1.4 | Regulations of the Nomination Committee of Nomura Holdings, Inc. (English translation) (filed on June 23, 2016 as an exhibit to the Annual Report on Form 20-F (File No. 001-15270) and incorporated herein by reference) | |
| 1.5 | Regulations of the Audit Committee of Nomura Holdings, Inc. (English translation) | |
| 1.6 | Regulations of the Compensation Committee of Nomura Holdings, Inc. (English translation) (filed on June 27, 2012 as an exhibit to the Annual Report on Form 20-F (File No. 001-15270) and incorporated herein by reference) | |
| 2.1 | Form of Deposit Agreement among Nomura Holdings, Inc., The Bank of New York Mellon as depositary and all owners and holders from time to time of American Depositary Receipts, including the form of American Depositary Receipt (filed on June 11, 2024 as an exhibit to the Registration Statement on Form F-6 (File No. 333-280111) and incorporated herein by reference) | |
| 2.2 | Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934 (filed on June 24, 2022 as an exhibit to the Annual Report on Form 20-F (File No. 001-15270) and incorporated herein by reference) | |
| 4.1 | Form of Limitation of Liability Agreement (1) | |
| 8.1 | Subsidiaries of Nomura Holdings, Inc.—See Item 4.C. “Organizational Structure” in this annual report. | |
| 11.1 | Nomura Group Code of Conduct (English translation) | |
| 11.2 | Nomura Group Code of Ethics for Financial Professionals (English translation) (filed on June 30, 2020 as an exhibit to the Annual Report on Form 20-F (File No. 001-15270) and incorporated herein by reference) | |
| 11.3 | Rules on Trading, etc. of Nomura Holdings Stocks, etc. by Nomura Group’s Officers and Employees (English translation) (filed on June 26, 2024 as an exhibit to the Annual Report on Form 20-F (File No. 001-15270) and incorporated herein by reference) | |
| 11.4 | Nomura Group Personal Account Dealing Policy (English translation) (filed on June 26, 2024 as an exhibit to the Annual Report on Form 20-F (File No. 001-15270) and incorporated herein by reference) | |
| 12.1 | Certification of the principal executive officer required by 17 C.F.R. 240. 13a-14(a) | |
| 12.2 | Certification of the principal financial officer required by 17 C.F.R. 240. 13a-14(a) | |
| 13.1 | Certification of the chief executive officer required by 18 U.S.C. Section 1350 | |
| 13.2 | Certification of the chief financial officer required by 18 U.S.C. Section 1350 | |
| 15.1 | Consent of Ernst & Young ShinNihon LLC, an independent registered public accounting firm | |
| 17.1 | Subsidiary Issuer of Registered Guaranteed Securities | |
| 97.1 | Nomura Holdings, Inc. Compensation Recovery Policy (filed on June 26, 2024 as an exhibit to the Annual Report on Form 20-F (File No. 001-15270) and incorporated herein by reference) | |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | The cover page for the Company’s Annual Report on Form 20-F for the year ended March 31, 2025, has been formatted in Inline XBRL | |
| (1) | The Company has entered into Limitation of Liability Agreements substantially in the form of this exhibit with all of its outside directors and director Shoji Ogawa. |
The Company has not included as exhibits certain instruments with respect to our long-term debt. The amount of debt authorized under each such debt instrument does not exceed 10% of our total assets. We will furnish a copy of any such instrument to the SEC upon request.
Table of Contents
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| NOMURA HOLDINGS, INC. | ||||
| By: | /s/ KENTARO OKUDA | |||
| Name: | Kentaro Okuda | |||
| Title: | Representative Executive Officer, President and Group Chief Executive Officer | |||
Date: June 23, 2025
