Nomura Holdings (NMR) details $750M 5.043% subordinated notes due 2036

Rhea-AI Filing Summary

Nomura Holdings, Inc. filed a Form 6-K to furnish exhibits related to a planned debt security offering. The filing includes a subordinated indenture between Nomura Holdings and Citibank, N.A. as trustee, and the form of $750,000,000 5.043% Fixed Rate Resetting Subordinated Debt Securities due 2036. It also provides legal opinions from Sullivan & Cromwell LLP and Anderson Mori & Tomotsune covering these subordinated notes. These exhibits are incorporated by reference into Nomura’s existing shelf Registration Statement on Form F-3.

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

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 September 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

Exhibit Number
4.7.		Subordinated Indenture between Nomura Holdings, Inc. and Citibank, N.A., as Trustee
4.8.		Form of $750,000,000 5.043% Fixed Rate Resetting Subordinated Debt Securities due 2036
5.3.		Opinion of Sullivan & Cromwell LLP relating to the $750,000,000 5.043% Fixed Rate Resetting Subordinated Debt Securities due 2036
5.4.		Opinion of Anderson Mori & Tomotsune relating to the $750,000,000 5.043% Fixed Rate Resetting Subordinated Debt Securities due 2036

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, originally filed with the Securities and Exchange Commission (the “SEC”) on December 19, 2024, as amended by Post-Effective Amendment No. 1 thereto, filed with the SEC on August 29, 2025.

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: September 10, 2025				By:		/s/ Kenichiro Asano
						Kenichiro Asano
						Managing Director Treasury Department

FAQ

What does Nomura Holdings (NMR) report in this Form 6-K?

Nomura Holdings, Inc. reports the filing of several exhibits, including a subordinated indenture, the form of $750,000,000 5.043% Fixed Rate Resetting Subordinated Debt Securities due 2036, and related legal opinions.

What type of securities are covered by Nomura Holdings (NMR) in this filing?

The filing covers the form of $750,000,000 5.043% Fixed Rate Resetting Subordinated Debt Securities due 2036, which are subordinated debt instruments.

Which legal opinions are included in Nomura Holdings (NMR) September 2025 Form 6-K?

The Form 6-K includes legal opinions from Sullivan & Cromwell LLP and Anderson Mori & Tomotsune relating to the $750,000,000 5.043% subordinated debt securities due 2036.

How does this Form 6-K relate to Nomura Holdings’ existing Form F-3 shelf registration?

The exhibits furnished in this Form 6-K are incorporated by reference into Nomura Holdings’ Registration Statement on Form F-3 (No. 333-283915), including its post-effective amendment.

Who is the trustee for Nomura Holdings’ subordinated indenture mentioned in this filing?

The subordinated indenture listed in the Form 6-K is between Nomura Holdings, Inc. and Citibank, N.A., which acts as trustee.

Does this Nomura Holdings (NMR) Form 6-K include a specific debt maturity date?

Yes. The form of subordinated debt securities described in the exhibits matures in 2036 and bears interest at 5.043% with a fixed rate resetting feature.