Nomura (NMR) lifts revenue and assets with $1.8B Macquarie acquisition

Rhea-AI Filing Summary

Nomura Holdings reported net revenue of ¥1,590.5 billion for the nine months ended December 31, 2025, up 10.5% year over year. Net income attributable to shareholders was ¥288.2 billion, with basic EPS of ¥97.73 and return on equity of 10.8%.

Wealth Management, Investment Management, Wholesale, Banking and Other all contributed to growth, with segment pretax income totaling ¥381.3 billion. Wholesale pretax income rose 22.2%, supported by strong Equities performance, while Wealth Management pretax income increased 9.6%.

In Investment Management, Nomura completed the Macquarie Acquisition on December 1, 2025, buying 100% of three Macquarie investment management companies for about $1.8 billion (approximately ¥281.4 billion). Assets under management grew from ¥89.3 trillion to ¥134.7 trillion.

Positive

• Net revenue grew 10.5% to ¥1,590.5 billion, with income before income taxes up 15.5% to ¥432.1 billion and return on equity at 10.8%, indicating stronger profitability.
• Nomura completed the Macquarie Acquisition, buying investment management businesses for about $1.8 billion and increasing assets under management from ¥89.3 trillion to ¥134.7 trillion.

Negative

• Investment Management pretax income declined 5.2% to ¥70.2 billion, and net inflows fell from ¥2,334 billion to ¥721 billion, a 69.1% decrease, despite higher segment net revenue.

Insights

Equity analyst

Nomura delivers broad-based profit growth and closes a sizeable Macquarie acquisition.

Nomura shows stronger earnings momentum, with net revenue rising 10.5% to ¥1,590.5 billion and income before income taxes up 15.5% to ¥432.1 billion. Return on equity of 10.8% suggests improved profitability versus typical mid-single-digit levels for many global brokers.

Segment data indicate particularly robust Wholesale performance, where pretax income increased 22.2% to ¥157.3 billion, driven by Equities net revenue growth of 21.0%. Wealth Management also grew pretax income 9.6%, while Banking revenue expanded double digits despite higher costs.

A key strategic move is the Macquarie Acquisition, adding global asset management capabilities for about $1.8 billion, and lifting assets under management from ¥89.3 trillion to ¥134.7 trillion. The filing notes substantial provisional allocations to intangible assets and goodwill, so future disclosures on amortization and integration of the Acquired Companies will help clarify the medium-term earnings profile.

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Form 6-K: How Foreign Companies Report to the SEC →

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 February 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.		Supplement for Financial Highlights – Nine months ended December 31, 2025

The registrant hereby incorporates Exhibit 1 to this report on Form 6-K by reference (i) in the prospectus that is part of the Registration Statement on Form F-3 (Registration No. 333-283915) of the registrant, originally filed with the SEC on December 19, 2024, as amended by Post-Effective Amendment No. 1 thereto, filed with the SEC on August 29, 2025 and (ii) in the prospectus that is part of the Registration Statement on Form F-3 (Registration No. 333-273353) of the registrant and of Nomura America Finance, LLC, filed with the SEC on July 20, 2023.

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: February 6, 2026		By:		/s/ Yoshifumi Kishida
				Yoshifumi Kishida
				Senior Managing Director

Presentation of Financial and Other Information

As used in this Form 6-K, references to “Nomura” are to Nomura Holdings, Inc. and its consolidated entities. References to “NHI” are to Nomura Holdings, Inc.

Unless otherwise stated, references in this Form 6-K to “yen” are to Japanese yen. Amounts shown in this Form 6-K have been rounded to the nearest indicated digit unless otherwise specified. In tables and paragraphs with rounded figures, sums may not add up due to rounding.

Except as otherwise indicated, all financial information with respect to Nomura presented in this Form 6-K is presented on an unaudited consolidated basis in accordance with U.S. generally accepted accounting principles.

Supplement for Financial Highlights—Nine months ended December 31, 2025

Nomura reported net revenue of 1,590.5 billion yen for the nine months ended December 31, 2025, an increase of 10.5% from the same period in the previous year. Non-interest expenses increased by 8.7% from the same period in the previous year to 1,158.4 billion yen. Income before income taxes was 432.1 billion yen and net income attributable to NHI shareholders was 288.2 billion yen for the nine months ended December 31, 2025. Basic-Net income attributable to NHI shareholders per share was 97.73 yen and Diluted-Net income attributable to NHI shareholders per share was 94.67 yen. Return on shareholders’ equity was 10.8%. Return on shareholders’ equity annualized is calculated as the ratio of net income attributable to NHI shareholders to total NHI shareholders’ equity multiplied by 4/3 to annualize the figure.

i.) Financial Position

As of December 31, 2025, Nomura’s main balance sheet indicators were as follows:

• Total assets: 61.9 trillion yen (an increase of 5.1 trillion yen compared to March 31, 2025 due mainly to an increase in Trading assets)

• Total liabilities: 58.1 trillion yen (an increase of 4.9 trillion yen compared to March 31, 2025 due mainly to an increase in Trading liabilities)

• Total equity: 3.8 trillion yen (an increase of 0.2 trillion yen compared to March 31, 2025 due mainly to an increase in Retained earnings)

• Total NHI shareholders’ equity: 3.7 trillion yen

As of December 31, 2025, Nomura’s capital-related indicators were as follows¹:

• Tier 1 Capital: 3,637 billion yen (3,500 billion yen as of March 31, 2025)

• Tier 2 Capital: 187.6 billion yen (0.6 billion yen as of March 31, 2025)

• Total Capital: 3,825 billion yen (3,500 billion yen as of March 31, 2025)

• Tier 1 Capital ratio: 15.0% (16.2% as of March 31, 2025)

• Common Equity Tier 1 Capital ratio: 12.8% (14.5% as of March 31, 2025)

• Consolidated Capital Adequacy ratio: 15.8% (16.2% as of March 31, 2025)

• Consolidated Leverage ratio (Tier 1 capital divided by exposure (the sum of on-balance sheet exposures and off-balance sheet items)): 4.91% (5.16% as of March 31, 2025)

• Risk weighted assets: 24,155 billion yen (an increase from 21,497 billion yen as of March 31, 2025 due mainly to an increase of Credit Risk)

1 Ratios and figures in this paragraph represent preliminary estimates as of the date of this supplement release and may be revised upon finalization, which is currently expected to occur by April 2026.

NHI has been assigned as a Final Designated Parent Company who must calculate a consolidated capital adequacy ratio according to the “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”). Since then, the Capital Adequacy Notice on Final Designated Parent Company has been revised to be in line with Basel 2.5 and Basel III.

Since its designation as a Final Designated Parent Company in April 2011, NHI has been calculating its consolidated capital adequacy ratio according to the Capital Adequacy Notice on Final Designated Parent Company and, from the end of March 2013, according to a Basel III-based consolidated capital adequacy ratio.

ii.) Value at Risk

Value at risk as of December 31, 2025 was 6.2 billion yen, 63.2% increase compared to March 31, 2025. Value at risk is defined at 95% confidence level. The time horizon for our outstanding portfolio is 1 day. Inter-product price fluctuations are considered.

iii.) Number of Employees

As of December 31, 2025, Nomura had 28,601 employees globally (Japan: 15,061, Europe: 3,237, Americas: 3,030, Asia and Oceania (including Powai office in India): 7,273).

The nine months ended December 31, 2025—Business Highlights

Business Segment Information

Wealth Management

 Results of operation*

		Billions of yen								% Change
		For the nine months ended								(B-A)/(A)
		December 31,				December 31,
		2024 (A)				2025 (B)
Net revenue			333.6				354.8				6.3
Non-interest expenses			203.4				212.0				4.2
Income (loss) before income taxes			130.3				142.8				9.6

Net revenue increased from ¥333.6 billion for the nine months ended December 31, 2024 to ¥354.8 billion for the nine months ended December 31, 2025 primarily due to an increase in commissions. Non-interest expenses were ¥212.0 billion and income before income taxes was ¥142.8 billion.

*We established a new Banking Division, effective April 1, 2025. Accordingly, prior period amounts have been reclassified to conform to the current year presentation.

 KPIs

Trillions of yen

% Change

March 31,

December 31,

(B-A)/(A)

2025 (A)

2025 (B)

Recurring revenue assets

23.5

28.1

19.6

Billions of yen

% Change

For the nine months ended

(B-A)/(A)

December 31,

December 31,

2024 (A)

2025 (B)

Net inflows of recurring revenue assets(1)

1,108.4

1,072.3

(3.3

)

Thousands

% Change

For the nine months ended

(B-A)/(A)

December 31,

December 31,

2024 (A)

2025 (B)

Flow business clients

1,482

1,538

3.8

Thousands

% Change

March 31,

December 31,

(B-A)/(A)

2025 (A)

2025 (B)

Workplace services

3,883

4,082

5.1

(1) 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.

– 1 –

Investment Management

 Results of operation

		Billions of yen								% Change
		For the nine months ended								(B-A)/(A)
		December 31,				December 31,
		2024 (A)				2025 (B)
Net revenue			149.5				172.3				15.3
Non-interest expenses			75.4				102.1				35.4
Income (loss) before income taxes			74.1				70.2				(5.2	)

On December 1, 2025, Nomura completed the acquisition of all equity interests in Macquarie Management Holdings, Inc., Macquarie Investment Management Holdings (Luxembourg) S.à r.l., and Macquarie Investment Management Holdings (Austria) GmbH (collectively, “Acquired Companies”), pursuant to the share purchase agreement entered into on April 22, 2025 (the “Macquarie Acquisition”). Upon completion, Nomura acquired 100% of the outstanding shares of the Acquired Companies for a total cash consideration of approximately $1.8 billion (equivalent to approximately ¥281.4 billion, based on an exchange rate of 1 U.S. dollar = ¥156.35 as of December 1, 2025). Nomura has determined that a substantial portion of the purchase price has provisionally been allocated to intangible assets and goodwill. As a result, these companies have become consolidated subsidiaries of Nomura with effect from December 1, 2025, and their results of operations and KPIs are included in the Investment Management figures disclosed under this Results of operation subsection and the following KPIs subsection beginning on such date.

Net revenue increased from ¥149.5 billion for the nine months ended December 31, 2024 to ¥172.3 billion for the nine months ended December 31, 2025, primarily due to an increase in Business revenue including a result of the consolidation of the businesses acquired in the Macquarie Acquisition. Non-interest expenses were ¥102.1 billion for the nine months ended December 31, 2025, an increase over the same period in the previous year as a result of expenses attributable to the Acquired Companies, amortization of intangible assets related to the acquired business and one-time acquisition-related costs. As a result, income before income taxes was ¥70.2 billion.

The breakdown of net revenue for Investment Management is as follows:

		Billions of yen								% Change
		For the nine months ended								(B-A)/(A)
		December 31,				December 31,
		2024 (A)				2025 (B)
Business revenue(1)			120.5				142.5				18.3
Investment gain/ loss(2)			29.0				29.8				2.8
Net revenue			149.5				172.3				15.3

(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.

– 2 –

 KPIs

Trillions of yen

% Change

March 31,

December 31,

(B-A)/(A)

2025 (A)

2025 (B)

Asset Under Management

89.3

134.7

50.8

Billions of yen

% Change

For the nine months ended

(B-A)/(A)

December 31, 2024 (A)

December 31, 2025 (B)

Net inflows

2,334

721

(69.1

)

Wholesale

 Results of operation

		Billions of yen								% Change
		For the nine months ended								(B-A)/(A)
		December 31,				December 31,
		2024 (A)				2025 (B)
Net revenue			798.8				854.2				6.9
Non-interest expenses			670.0				696.8				4.0
Income (loss) before income taxes			128.8				157.3				22.2

The breakdown of net revenue for Wholesale is as follows:

		Billions of yen								% Change
		For the nine months ended								(B-A)/(A)
		December 31,				December 31,
		2024 (A)				2025 (B)
Fixed Income			393.4				383.6				(2.5	)
Equities			274.4				332.0				21.0
Global Markets			667.8				715.6				7.2
Investment Banking			131.0				138.6				5.8
Net revenue			798.8				854.2				6.9

Global Markets net revenue was ¥ 715.6 billion. Fixed Income net revenue decreased from ¥ 393.4 billion for the nine months ended December 31, 2024 to ¥ 383.6 billion for the nine months ended December 31, 2025 due to weak performance in macro products. Equities net revenue increased from ¥274.4 billion for the nine months ended December 31, 2024 to ¥332.0 billion for the nine months ended December 31, 2025 due to strong performances in equity products. Investment banking net revenue was ¥ 138.6 billion.

– 3 –

 KPIs

		Three months ended
		June 30,				September 30,				December 31,
Cost-to-income ratio
2024/25			91	%			83	%			79	%
2025/26			84	%			81	%			80	%
Revenue/modified RWA
2024/25			7.3	%			7.4	%			8.2	%
2025/26			6.9	%			7.1	%			7.8	%

Banking

 Results of operation*

		Billions of yen								% Change
		For the nine months ended								(B-A)/(A)
		December 31,				December 31,
		2024 (A)				2025 (B)
Net revenue			35.8				39.4				10.2
Non-interest expenses			22.4				28.4				26.6
Income (loss) before income taxes			13.3				11.0				(17.6	)

Net revenue increased from ¥35.8 billion for the nine months ended December 31, 2024 to ¥39.4 billion for the nine months ended December 31, 2025. Non-interest expenses were ¥28.4 billion and income before income taxes was ¥11.0 billion.

*We established a new Banking Division, effective April 1, 2025. Accordingly, prior period amounts have been reclassified to conform to the current year presentation.

 KPIs

Billions of yen

% Change

March 31,

December 31,

(B-A)/(A)

2025 (A)

2025 (B)

Loan Outstanding (The Nomura Trust and Banking Co., Ltd.) (1)

1,044

1,131

8.3

Trillions of yen

% Change

March 31,

December 31,

(B-A)/(A)

2025 (A)

2025 (B)

Investment Trust balance (The Nomura Trust and Banking Co., Ltd.)(2)

40.5

41.2

1.7

Billions of dollars

% Change

March 31,

December 31,

(B-A)/(A)

2025 (A)

2025 (B)

Assets under administration (Nomura Bank (Luxembourg) S.A.)(3)

56.6

62.4

10.2

————————

(1) The total balance of loans conducted by The Nomura Trust and Banking Co., Ltd. (“NTB”), such as private banking loans and the “Nomura Web Loan” securities-backed loan product, corresponds to the figure for “Loans” disclosed on the asset side of NTB’s standalone balance sheet. Such figure is disclosed on the basis of regulatory standards based on accounting principles generally accepted in Japan and does not necessarily correspond to “Loans receivable” as disclosed by NHI on its consolidated balance sheet, which is prepared on the basis of accounting principles generally accepted in the United States.

(2) The asset balance of investment trusts entrusted to NTB, calculated as the total net asset value of each fund as of its respective most recent fiscal period end. Such fiscal period end may not align with the date shown, and, for funds with only annual or semi-annual accounting, such period-end may not have occurred, and the amount may not have been updated, during the relevant quarter. The amount shown corresponds to the figure for “Investment Trusts” disclosed on the liability side of NTB’s standalone Statement of Trust Account. Such figure, which is disclosed on the basis of Japanese regulatory standards, is not included in NHI’s consolidated balance sheet.

(3) The total asset amount of each investment trust for which Nomura Bank (Luxembourg) S.A. is responsible for calculating the net asset value, accounting treatment, order processing, nominee management, and creating preparation of various reports.

– 4 –

 Other Operating Results*

		Billions of yen								% Change
		For the nine months ended								(B-A)/(A)
		December 31,				December 31,
		2024 (A)				2025 (B)
Net revenue			123.5				165.6				34.1
Non-interest expenses			94.3				119.0				26.2
Income (loss) before income taxes			29.2				46.6				59.6

Net revenue was ¥ 165.6 billion, primarily due to profits related to the sale of land and buildings located in Takanawa 2-chome, Minato-ku, Tokyo, recorded in April 2025. Income before income taxes was ¥ 46.6 billion.

*We established a new Banking Division, effective April 1, 2025. Accordingly, prior period amounts have been reclassified to conform to the current year presentation.

– 5 –

Segment Information—Operating Segment

The following table shows quarterly business segment information and reconciliation items to the consolidated statements of income.

		Millions of yen								% Change
		For the nine months ended								(B-A)/(A)
		December 31,				December 31,
		2024 (A)				2025 (B)
Net revenue
Business segment information:
Wealth Management			333,628				354,759				6.3
Investment Management			149,468				172,305				15.3
Wholesale			798,750				854,154				6.9
Banking			35,751				39,392				10.2
Subtotal			1,317,597				1,420,610				7.8
Other			123,528				165,633				34.1
Net revenue			1,441,125				1,586,243				10.1
Reconciliation items:
Unrealized gain (loss) on investments in equity securities held for operating purposes			(1,375	)			4,289				—
Net revenue			1,439,750				1,590,532				10.5
Non-interest expenses
Business segment information:
Wealth Management			203,370				211,981				4.2
Investment Management			75,416				102,128				35.4
Wholesale			669,974				696,817				4.0
Banking			22,444				28,423				26.6
Subtotal			971,204				1,039,349				7.0
Other			94,326				119,035				26.2
Non-interest expenses			1,065,530				1,158,384				8.7
Reconciliation items:
Unrealized gain (loss) on investments in equity securities held for operating purposes			—				—				—
Non-interest expenses			1,065,530				1,158,384				8.7
Income (loss) before income taxes
Business segment information:
Wealth Management			130,258				142,778				9.6
Investment Management			74,052				70,177				(5.2	)
Wholesale			128,776				157,337				22.2
Banking			13,307				10,969				(17.6	)
Subtotal			346,393				381,261				10.1
Other*			29,202				46,598				59.6
Income (loss) before income taxes			375,595				427,859				13.9
Reconciliation items:
Unrealized gain (loss) on investments in equity securities held for operating purposes			(1,375	)			4,289				—
Income (loss) before income taxes			374,220				432,148				15.5

* Major components

Transactions between operating segments are recorded within segment results on commercial terms and conditions, and are eliminated in “Other.”

– 6 –

The following table presents the major components of income (loss) before income taxes in “Other.”

		Millions of yen								% Change
		For the nine months ended								(B-A)/(A)
		December 31,				December 31,
		2024 (A)				2025 (B)
Net gain (loss) related to economic hedging transactions			(8,041	)			(74	)			—
Realized gain (loss) on investments in equity securities held for operating purposes			1,141				3,343				193.0
Equity in earnings of affiliates			41,551				42,411				2.1
Corporate items			(767	)			(36,448	)			—
Other			(4,682	)			37,366				—
Total			29,202				46,598				59.6

Note) Prior period amounts have been reclassified to conform to the current year presentation.

Disclaimers

• This document is produced by Nomura. Copyright 2026 Nomura Holdings, Inc. All rights reserved.

• Nothing in this document shall be considered as an offer to sell or solicitation of an offer to buy any security, commodity or other instrument, including securities issued by Nomura or any affiliate thereof. Offers to sell, sales, solicitations to buy, or purchases of any securities issued by Nomura or any affiliate thereof may only be made or entered into pursuant to appropriate offering materials or a prospectus prepared and distributed according to the laws, regulations, rules and market practices of the jurisdictions in which such offers or sales may be made.

• No part of this document shall be reproduced, stored in a retrieval system or transmitted in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of Nomura.

• The information and opinions contained in this document have been obtained from sources believed to be reliable, but no representations or warranty, express or implied, are made that such information is accurate or complete and no responsibility or liability can be accepted by Nomura for errors or omissions or for any losses arising from the use of this information.

• This document contains statements that may constitute, and from time to time our management may make “forward-looking statements” within the meaning of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. Any such statements must be read in the context of the offering materials pursuant to which any securities may be offered or sold in the United States. These forward-looking statements are not historical facts but instead represent only Nomura’s belief regarding future events, many of which, by their nature, are inherently uncertain and outside Nomura’s control. Important factors that could cause actual results to differ from those in specific forward-looking statements include, without limitation, economic and market conditions, political events and investor sentiments, liquidity of secondary markets, level and volatility of interest rates, currency exchange rates, security valuations, competitive conditions and size, and the number and timing of transactions.

• The review of the consolidated financial statements for the nine-month period ended December 31, 2025 has not been completed by the independent auditors as of the date of this supplement. As a result of such audit, certain of the information set forth herein may be materially revised. Nomura intends to disclose its reviewed consolidated financial statements on February 10, 2026.

• This document should be read together with and is qualified in its entirety by reference to Nomura’s Annual Report on Form 20-F for the year ended March 31, 2025.

– 7 –

FAQ

How did Nomura (NMR) perform financially for the nine months ended December 31, 2025?

Nomura reported net revenue of ¥1,590.5 billion, up 10.5% year over year, and income before income taxes of ¥432.1 billion. Net income attributable to shareholders was ¥288.2 billion, with basic EPS of ¥97.73 and return on equity of 10.8%.

What are the key highlights of Nomura’s Macquarie Acquisition mentioned in the 6-K?

Nomura acquired 100% of three Macquarie investment management companies for about $1.8 billion, or roughly ¥281.4 billion. These Acquired Companies became consolidated subsidiaries from December 1, 2025, materially lifting Investment Management revenue and increasing assets under management to ¥134.7 trillion.

How did Nomura’s major business segments perform in this 6-K filing period?

Wealth Management net revenue rose to ¥354.8 billion and pretax income to ¥142.8 billion. Wholesale net revenue reached ¥854.2 billion with pretax income of ¥157.3 billion. Banking net revenue increased to ¥39.4 billion, while Other pretax income climbed to ¥46.6 billion.

What changes did Nomura report in assets under management and recurring revenue assets?

Investment Management assets under management increased from ¥89.3 trillion to ¥134.7 trillion, partly reflecting the Macquarie Acquisition. In Wealth Management, recurring revenue assets rose from ¥23.5 trillion to ¥28.1 trillion, a 19.6% increase, highlighting growth in stable, fee-based client assets.

How did Nomura’s Wholesale business and Global Markets perform in the period?

Wholesale net revenue grew to ¥854.2 billion, with pretax income up 22.2% to ¥157.3 billion. Global Markets net revenue was ¥715.6 billion; Equities increased 21.0% to ¥332.0 billion, while Fixed Income slipped 2.5% to ¥383.6 billion due to weaker macro products.

What risk and capital indicators did Nomura disclose in this 6-K?

Nomura reported value at risk of ¥6.2 billion as of December 31, 2025, a 63.2% increase versus March 31, 2025, using a one-day, 95% confidence level. The company continues to calculate its consolidated capital adequacy ratio under Japan’s Basel III-based Capital Adequacy Notice framework.