U.S. SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of July 2025
Commission File Number: 1-15270
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 office)
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 ☒ Form 40-F ☐
Information furnished on this form:
EXHIBIT
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| Exhibit Number |
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| 4.4. |
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Perpetual Subordinated Indenture between Nomura Holdings, Inc. and Citibank, N.A., as Trustee |
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| 4.5. |
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Form of $1,000,000,000 7.000% Fixed Rate Resetting Perpetual Subordinated Debt Securities |
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| 4.6. |
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Form of $750,000,000 4.904% Senior Fixed Rate Notes due 2030 |
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| 4.7. |
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Form of $500,000,000 5.491% Senior Fixed Rate Notes due 2035 |
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| 5.3. |
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Opinion of Sullivan & Cromwell LLP relating to the $1,000,000,000 7.000% Fixed Rate Resetting Perpetual Subordinated Debt Securities |
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| 5.4. |
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Opinion of Anderson Mori & Tomotsune relating to the $1,000,000,000 7.000% Fixed Rate Resetting Perpetual Subordinated Debt Securities |
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| 5.5. |
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Opinion of Sullivan & Cromwell LLP relating to the $750,000,000 4.904% Senior Fixed Rate Notes due 2030 and the $500,000,000 5.491% Senior Fixed Rate Notes due 2035 |
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| 5.6. |
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Opinion of Anderson Mori & Tomotsune relating to the $750,000,000 4.904% Senior Fixed Rate Notes due 2030 and the $500,000,000 5.491% Senior Fixed Rate Notes due 2035 |
The registrant hereby incorporates the foregoing Exhibits to this report on Form 6-K
by reference in the prospectus that is part of the Registration Statement on Form F-3 (Registration No. 333-283915) of the registrant, filed with the Securities and
Exchange Commission on December 19, 2024.
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.
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NOMURA HOLDINGS, INC. |
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| Date: July 1, 2025 |
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By: |
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/s/ Kenichiro Asano |
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Kenichiro Asano |
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Managing Director Treasury
Department |
