Nomura (NYSE: NMR) adds Delaware Management as specified subsidiary

Rhea-AI Filing Summary

Nomura Holdings, Inc. reports that Delaware Management Company (DMC) has become a “specified subsidiary” after Nomura completed acquiring Macquarie Group’s U.S. and European public asset management business. DMC has share capital of USD 590 million and is now 100.0% owned by Nomura through 330 voting rights.

DMC, an investment management and advisory firm based in Wilmington, recorded consolidated net assets of USD 780 million and profit attributable to owners of parent of USD 123 million for the fiscal year ended March 31, 2025. DMC’s consolidated results will be included in Nomura’s consolidated results from the third quarter of the fiscal year ending March 2026.

FORM 6-K

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

Commission File Number: 1-15270

For the month of January 2026

NOMURA HOLDINGS, INC.

(Translation of registrant’s name into English)

13-1, Nihonbashi 1-chome

Chuo-ku, Tokyo 103-8645

Japan

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  X    Form 40-F     

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):    

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):    

Information furnished on this form:

EXHIBITS

Exhibit Number
1.		Notice Regarding Change in Specified Subsidiary
2.		(English Translation) Extraordinary Report Pursuant to the Financial Instruments and Exchange Act

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

				NOMURA HOLDINGS, INC.
Date: January 30, 2026				By:		/s/ Yoshifumi Kishida
						Yoshifumi Kishida
						Senior Managing Director

Exhibit 1

Notice Regarding Change in Specified Subsidiary

Tokyo, January 30, 2026—Nomura Holdings, Inc. (Nomura) today announced that Delaware Management Company (DMC) has become a “specified subsidiary” (tokutei kogaisha) of Nomura.

1. Reason for change

As announced on April 22, 2025 and December 1, 2025, Nomura has completed the acquisition of all shares of Macquarie Group Limited’s U.S. and European public asset management business (the “Acquired Business”). As the share capital of DMC, which forms part of the Acquired Business, is now at least 10 percent of Nomura’s capital, DMC has become a specified subsidiary of Nomura.

2. Overview of the subsidiary (DMC) subject to change

(1)		Name		Delaware Management Company
(2)		Location		1100 North Market Street, Wilmington, DE, 19890, U.S.A.
(3)		Name of representative		Shawn K. Lytle
(4)		Description of business		Investment management and advisory service
(5)		Share capital		USD 590 million
(6)		Date of establishment		September 16, 1996
(7)		Major shareholders and ownership ratios		Macquarie Management Holdings, Inc. 66% Ivy Investment Management Company 34%
(8)		Relationships between Nomura and DMC		Capital relationship		None
				Personnel relationship		None
				Business relationship		None
(9)		Consolidated operating results and consolidated financial position of DMC for the last three years
		Fiscal year ended		March 31, 2023		March 31, 2024		March 31, 2025
Consolidated net assets				USD 725 million		USD 764 million		USD 780 million
Consolidated total assets				USD 999 million		USD 1,073 million		USD 1,069 million
Consolidated net assets per share				USD 7 million		USD 8 million		USD 8 million
Consolidated net sales				USD 712 million		USD 641 million		USD 642 million
Consolidated operating profit				USD 140 million		USD 86 million		USD 158 million
Consolidated ordinary profit				USD 140 million		USD 86 million		USD 158 million
Profit attributable to owners of parent				USD 92 million		USD 58 million		USD 123 million
Consolidated earnings per share				USD 916,997		USD 576,099		USD 1,231,882
Dividend per share				USD 1,705,000		—		USD 900,000

3. Number of shares acquired and shareholding before and after acquisition

(1)		Number of shares held before the change		0 shares
(2)		Number of shares acquired		Class A 66 shares Class B 34 shares (Number of voting rights: 330)
(3)		Number of shares held after the change		Class A 66 shares Class B 34 shares (Number of voting rights: 330) (Ratio of voting rights held: 100.0%)

4. Date

  (1)   Effective date of change   December 1, 2025  

5. Future outlook

As a result of the share acquisition, DMC has become a subsidiary of Nomura. Accordingly, DMC’s consolidated results will be reflected in Nomura’s consolidated results for the third quarter of the fiscal year ending March 2026.

 ends 

For further information please contact:

Name		Company		Telephone
Kenji Yamashita		Nomura Holdings, Inc.		81-3-3278-0591
		Group Corporate Communications Dept.

Nomura

Nomura is a financial services group with an integrated global network. By connecting markets East & West, Nomura services the needs of individuals, institutions, corporates and governments through its four business divisions: Wealth Management, Investment Management, Wholesale (Global Markets and Investment Banking), and Banking. Founded in 1925, the firm is built on a tradition of disciplined entrepreneurship, serving clients with creative solutions and considered thought leadership. For further information about Nomura, visit www.nomura.com.

Exhibit 2

[Translation of the Extraordinary Report Filed with the Director General of the Kanto Finance Bureau on January 30, 2026]

1. Reason for Submission

On December 1, 2025, we completed the acquisition of all shares of Macquarie Management Holdings, Inc. Because Delaware Management Company (“DMC”), a subsidiary of that company, was qualified as the Specified Subsidiary (Tokutei Kogaisha) of the Company, we are submitting this Extraordinary Report pursuant to Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Act of Japan and Article 19, Paragraph 2, Item 3 of the Cabinet Office Ordinance on Disclosure of Corporate Affairs, etc.

2. Matters Reported

(1) Name, Location, Name of representative, Share capital and Description of business of the Specified Subsidiary relevant to the change

 Name: Delaware Management Company

 Location: 1100 North Market Street, Wilmington, DE, 19890, U.S.A.

 Name of representative: Shawn K. Lytle

 Share capital: USD 590 million

 Description of business: Investment management and advisory service

(2) Number and total percentage of the voting rights held by the Company before and after change

 Number of Voting Rights Held

Prior to change:		- units (Indirect ownership:  - units)
After change:		330 units (Indirect ownership: 330 units)

 Percentage of Holdings

Prior to change:		- % (Indirect ownership:    - %)
After change:		100.0% (Indirect ownership: 100.0%)

(3) Reasons for and date of change

 Reasons for Change

Through the acquisition of shares of Macquarie Management Holdings, Inc., Delaware Management Company became the subsidiary of the Company, and the share capital of that company amounted to at least 10% of the Company’s capital.

 Date of Change

December 1, 2025

- 1 -

FAQ

What does Nomura Holdings (NMR) announce in this 6-K about Delaware Management Company?

Nomura Holdings announces that Delaware Management Company (DMC) has become a specified subsidiary after Nomura acquired Macquarie’s U.S. and European public asset management business. DMC is now 100.0% owned and its financial results will be consolidated from the third quarter of the fiscal year ending March 2026.

Who is Delaware Management Company in relation to Nomura Holdings (NMR)?

Delaware Management Company is an investment management and advisory firm based in Wilmington, U.S.A., that forms part of the acquired Macquarie asset management business. Following the share acquisition, DMC is a wholly owned specified subsidiary of Nomura and will be consolidated into Nomura’s financial statements.

What are the recent financial results of Delaware Management Company now owned by Nomura (NMR)?

For the fiscal year ended March 31, 2025, Delaware Management Company reported consolidated net assets of USD 780 million and profit attributable to owners of parent of USD 123 million. These results, along with prior years’ figures, illustrate DMC’s established scale within Nomura’s investment management operations.

When will Delaware Management Company’s results be consolidated into Nomura Holdings (NMR)?

Nomura states that Delaware Management Company’s consolidated results will be reflected in Nomura’s consolidated results from the third quarter of the fiscal year ending March 2026. This timing follows completion of the Macquarie asset management acquisition on December 1, 2025 and DMC’s qualification as a specified subsidiary.

How much of Delaware Management Company does Nomura Holdings (NMR) own after the change?

After the change, Nomura holds Class A 66 shares and Class B 34 shares of Delaware Management Company, representing 330 voting rights. This corresponds to 100.0% of DMC’s voting rights, making it a wholly owned subsidiary fully controlled by Nomura.

What is the share capital and business focus of Delaware Management Company under Nomura (NMR)?

Delaware Management Company has share capital of USD 590 million and operates in investment management and advisory services. As part of Nomura’s acquired Macquarie public asset management business, DMC contributes to Nomura’s broader Investment Management division and global asset management capabilities.