Nomura (NYSE: NMR) to dispose treasury shares for RSU awards plan

Rhea-AI Filing Summary

Nomura Holdings, Inc. reported that its Executive Management Board approved the disposition of treasury shares as stock awards under its Restricted Stock Unit (RSU) plan for directors, executive officers, and employees of the company and its subsidiaries. The awards will be settled by disposing of treasury stock in exchange for monetary compensation claims after deferral periods of roughly one to four years from the decision date.

The plan covers multiple RSU series, including RSU No.57 with 2,221,816 shares and RSU No.58 with 1,660,632 shares of common stock to be allotted to hundreds of group executives and employees. For all RSU series, the disposition price is set at 1,492 yen per share, equal to the closing price on the Tokyo Stock Exchange on January 15, 2026, which the company determined to be a reasonable market-based price that does not constitute a favorable offering.

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:

EXHIBIT

Exhibit Number

1. Nomura Determines to Make Disposition of Treasury Shares as Stock Award

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 16, 2026				By:		/s/ Yoshifumi Kishida
						Yoshifumi Kishida
						Senior Managing Director

Nomura Determines to Make Disposition of Treasury Shares as Stock Award

Tokyo, January 16, 2026—Nomura Holdings, Inc. (the “Company”) today announced that its Executive Management Board has determined to make a disposition of treasury stock as outlined below (the “Decision”).

1. Purpose of Disposition of Treasury Stock

The Company has determined to grant Restricted Stock Units (RSUs) based on the RSU plan (the “RSU Plan”) for directors, executive officers, and employees of the Company and its subsidiaries as deferred compensation using the Company’s treasury stock.

Under the RSU Plan, in principle, after the expiration of a deferral period determined beforehand by the Company, the Company will dispose of and allot treasury stock in a number corresponding to the number of RSUs granted to each allottee which number is determined beforehand by the Company, by having the allottees make a contribution in kind to the Company of monetary compensation claims granted to the allottees.

The allotment date for the disposition of treasury stock for RSUs under the Decision corresponds to the above-mentioned deferral period is generally a date that is approximately one to four years from the date of the Decision.

2. Number of Shares to be Allotted and Allottees¹

				Directors, Executive Officers, and Employees of the Company’s Subsidiaries, etc.
				Number of Allottees				Number of Shares to be Allotted
		RSU No.57			220				2,221,816
		RSU No.58			204				1,660,632
		RSU No.59			189				619,176
		RSU No.60			5				25,089
		RSU No.61			149				579,369
		RSU No.62			149				579,330
		RSU No.63			149				579,256

¹  The number of shares to be allotted above is based on the assumption that all monetary compensation claims to be granted to the allottees in accordance with the RSU Plan are contributed. The actual amount of monetary compensation claims to be contributed in kind will be calculated by deducting a certain amount to be granted in cash, the amount of which will be determined in consideration of withholding to be made by the Company with respect to the RSU Plan based on each country’s tax regulations, from the amount of such monetary compensation claims, and hence the number of shares to be actually allotted is expected to decrease from the above numbers.

3. Summary of Disposition of Treasury Stock

		RSU No.57		RSU No.58		RSU No.59		RSU No.60
1.  Payment Period		April 20, 2027 to May 19, 2027		April 20, 2028 to May 19, 2028		April 20, 2029 to May 19, 2029		April 20, 2030 to May 19, 2030
2.  Class and Number of Shares to be Disposed		2,221,816 shares of common stock of the Company		1,660,632 shares of common stock of the Company		619,176 shares of common stock of the Company		25,089 shares of common stock of the Company
3.  Disposition Price		1,492 yen per share
4.  Total Amount of Disposition Price		3,314,949,472 yen		2,477,662,944 yen		923,810,592 yen		37,432,788 yen
5.  Assets to be Contributed		Assets to be Contributed: assets other than cash (contribution-in-kind) Description of Assets: monetary compensation claims granted by the Company pursuant to the Decision
		Value of Assets to be Contributed: 3,314,949,472 yen (price per share is equivalent to the disposition price)		Value of Assets to be Contributed: 2,477,662,944 yen (price per share is equivalent to the disposition price)		Value of Assets to be Contributed: 923,810,592 yen (price per share is equivalent to the disposition price)		Value of Assets to be Contributed: 37,432,788 yen (price per share is equivalent to the disposition price)
6.  Method of Disposition		To be allotted as a stock award to the allottees listed in 8 below
7.  Method of Performance of Contribution		Through a contribution in kind of monetary compensation claims
8.  Allottee and Number		Total of 220 Directors, Executive Officers, and employees, etc., of the Company’s subsidiaries		Total of 204 Directors, Executive Officers, and employees, etc., of the Company’s subsidiaries		Total of 189 Directors, Executive Officers, and employees, etc., of the Company’s subsidiaries		Total of 5 Directors, Executive Officers, and employees, etc., of the Company’s subsidiaries
9.  Other		In connection with the disposal of treasury shares in this table, the Company will file an extraordinary report in accordance with the Financial Instruments and Exchange Act.

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		RSU No.61		RSU No.62		RSU No.63
1.  Payment Period		January 20, 2027 to February 28, 2027		January 20, 2028 to February 28, 2028		January 20, 2029 to February 28, 2029
2.  Class and Number of Shares to be Disposed		579,369 shares of common stock of the Company		579,330 shares of common stock of the Company		579,256 shares of common stock of the Company
3.  Disposition Price		1,492 yen per share
4.  Total Amount of Disposition Price		864,418,548 yen		864,360,360 yen		864,249,952 yen
5.  Assets to be Contributed		Assets to be Contributed: assets other than cash (contribution-in-kind) Description of Assets: monetary compensation claims granted by the Company pursuant to the Decision
		Value of Assets to be Contributed: 864,418,548 yen (price per share is equivalent to the disposition price)		Value of Assets to be Contributed: 864,360,360 yen (price per share is equivalent to the disposition price)		Value of Assets to be Contributed: 864,249,952 yen (price per share is equivalent to the disposition price)
6.  Method of Disposition		To be allotted as a stock award to the allottees listed in 8 below
7.  Method of Performance of Contribution		Through a contribution in kind of monetary compensation claims
8.  Allottee and Number		Total of 149 Directors, Executive Officers, and employees, etc., of the Company’s subsidiaries		Total of 149 Directors, Executive Officers, and employees, etc., of the Company’s subsidiaries		Total of 149 Directors, Executive Officers, and employees, etc., of the Company’s subsidiaries
9.  Other		In connection with the disposal of treasury shares in this table, the Company will file an extraordinary report in accordance with the Financial Instruments and Exchange Act.

When the number of issued and outstanding shares of the Company increases or decreases as a result of reverse stock split, stock split, or allotment of stock without contribution, etc., the number of shares to be disposed (including the number of shares to be allotted stated in “2. Number of Shares to be Allotted and Allottees” above) and the disposition price, etc., listed above could be reasonably adjusted according to the ratio of stock split, etc.

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4. Calculation Basis of Disposition Price and its Specific Content

Disposition price of the disposition of treasury stock based on the Decision is 1,492 yen, which is the closing price (rounded up into yen) of shares of common stock of the Company on the Tokyo Stock Exchange as of the business day immediately preceding the date of the Decision (January 15, 2026). The reason to adopt the closing price of such date is that the Company has determined that, in the circumstance where the shares of common stock of the Company are listed and no special condition exists that shows an impossibility to depend on the latest stock price, such stock price is a reasonable one, which reflects corporate performance and market’s supply/demand circumstance and excludes arbitrariness, and does not fall under an offering at a favorable price.

ends

For further information please contact:

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

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.

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FAQ

What did Nomura Holdings (NMR) announce in this Form 6-K?

Nomura Holdings announced that its Executive Management Board approved the disposition of treasury shares as stock awards under its Restricted Stock Unit (RSU) plan for directors, executive officers, and employees of the company and its subsidiaries. The shares will be allotted after predefined deferral periods, using monetary compensation claims as contributions in kind.

How many Nomura (NMR) shares are covered by the new RSU stock awards?

The RSU plan covers several series of awards, including 2,221,816 shares of common stock under RSU No.57 and 1,660,632 shares under RSU No.58. Additional RSU series such as RSU No.59, No.60, No.61, No.62, and No.63 each have specified numbers of shares to be allotted to designated groups of directors, executive officers, and employees of Nomura’s subsidiaries.

What is the disposition price for the Nomura (NMR) treasury shares used in the RSU plan?

The disposition price for all RSU series is set at 1,492 yen per share. This corresponds to the closing price of Nomura’s common stock on the Tokyo Stock Exchange on January 15, 2026, which the company states reflects its corporate performance and market conditions and does not constitute an offering at a favorable price.

When will the RSU stock awards for Nomura (NMR) be paid out?

Each RSU series has its own payment period after a deferral phase. For example, RSU No.57 is scheduled for April 20, 2027 to May 19, 2027, RSU No.58 for April 20, 2028 to May 19, 2028, RSU No.59 for April 20, 2029 to May 19, 2029, and RSU No.60 for April 20, 2030 to May 19, 2030. RSU No.61, No.62, and No.63 have payment periods between January 20 and February 28 in 2027, 2028, and 2029 respectively.

Who will receive the RSU-based stock awards from Nomura (NMR)?

The stock awards will be allotted to directors, executive officers, and employees of Nomura’s subsidiaries. For instance, RSU No.57 covers a total of 220 such individuals, RSU No.58 covers 204, RSU No.59 covers 189, and each of RSU No.61, No.62, and No.63 covers 149 individuals in these roles.

How are the contributions for Nomura’s RSU stock awards structured?

For each RSU series, the treasury shares will be allotted through a contribution in kind of monetary compensation claims granted by Nomura. The value of these monetary claims matches the total disposition amount for each series, calculated at the disposition price of 1,492 yen per share.