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Nomura executive exercises RSUs, covers tax with shares

Nomura Holdings executive Horiuchi Yuko reported routine equity compensation activity.

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Nomura Holdings executive Horiuchi Yuko reported routine equity compensation activity. On April 27, 2026, 5,400 Restricted Stock Units were exercised into an equal number of common shares, following vesting on April 1, 2026. Each unit represented the right to receive one share of common stock.

In connection with this settlement, 2,630 common shares were disposed of to cover tax withholding obligations at a reported price of $7.71 per share, converted from Japanese yen using a JPY159.56 = $1.00 exchange rate. After these transactions, Horiuchi directly owned 18,448 shares of Nomura Holdings common stock.

Positive

  • None.

Negative

  • None.
Insider Horiuchi Yuko
Role See Remarks
Type Security Shares Price Value
Exercise Restricted Stock Units 5,400 $0.00 $0.00
Exercise Common Stock 5,400 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 2,630 $7.71 $20K
Holdings After Transaction: Restricted Stock Units — 4,700 contracts (Direct); Common Stock — 18,448 shares (Direct)
Footnotes (5)
  1. F1. Restricted Stock Units vested on April 1, 2026 and were settled in shares on April 27, 2026.
  2. F2. Shares were withheld to satisfy tax withholding obligations in connection with the settlement of the Restricted Stock Units.
  3. F3. The reported price has been converted into U.S. dollars from Japanese yen using the JPY159.56 = US$1 as spot exchange rate on the Transaction Date, as reported by MUFG Bank, Ltd on April 27, 2026.
  4. F4. Each Restricted Stock Unit represents the right to receive one share of Common Stock.
  5. F5. No separate Expiration Date.
RSUs exercised 5,400 units Restricted Stock Units converted into common shares on April 27, 2026
Shares for tax withholding 2,630 shares Shares disposed of to satisfy tax obligations on April 27, 2026
Tax-withholding price $7.71 per share Reported price, converted from JPY using spot rate JPY159.56 = $1
Shares owned after transactions 18,448 shares Direct common stock holdings following April 27, 2026 activity
FX rate used JPY159.56 = $1 Spot exchange rate applied to convert transaction price on April 27, 2026
Restricted Stock Units financial
"Restricted Stock Units vested on April 1, 2026 and were settled in shares on April 27, 2026."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax withholding obligations financial
"Shares were withheld to satisfy tax withholding obligations in connection with the settlement of the Restricted Stock Units."
derivative exercise/conversion financial
"transaction_action": "derivative exercise/conversion""
Payment of exercise price or tax liability by delivering securities financial
"transaction_code_description": "Payment of exercise price or tax liability by delivering securities""
spot exchange rate financial
"using the JPY159.56 = US$1 as spot exchange rate on the Transaction Date"

FAQ

What insider transactions did Nomura (NMR) executive Horiuchi Yuko report?
Horiuchi Yuko reported exercising 5,400 Restricted Stock Units into common shares and disposing of 2,630 shares to cover tax withholding obligations. These compensation-related transactions occurred on April 27, 2026 and reflect settlement of previously granted equity awards rather than open-market trading activity.

How many Nomura (NMR) shares does Horiuchi Yuko hold after the Form 4 filing?
Following the reported transactions, Horiuchi Yuko directly owns 18,448 shares of Nomura Holdings common stock. This figure reflects the equity position after exercising 5,400 Restricted Stock Units and using 2,630 shares to satisfy associated tax withholding obligations on April 27, 2026.

Were Horiuchi Yuko’s Nomura (NMR) transactions open-market buys or sells?
The filing shows no open-market purchases or sales. Instead, it reports a derivative exercise of 5,400 Restricted Stock Units into common shares and a tax-withholding disposition of 2,630 shares, which were withheld to satisfy tax obligations tied to the RSU settlement.

What was the reported price for the Nomura (NMR) tax-withholding shares?
The 2,630 shares disposed of for tax withholding were reported at $7.71 per share. This price was converted from Japanese yen using a JPY159.56 to $1.00 spot exchange rate from MUFG Bank, Ltd. on April 27, 2026, the transaction date.

What do the Restricted Stock Units in Nomura (NMR) represent for Horiuchi Yuko?
Each Restricted Stock Unit represents the right to receive one Nomura Holdings common share. In this filing, 5,400 RSUs that vested on April 1, 2026 were settled in shares on April 27, 2026, increasing Horiuchi Yuko’s direct ownership position before tax-withholding shares were deducted.

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Horiuchi Yuko
(Last)(First)(Middle)
13-1, NIHONBASHI 1-CHOME, CHUO-KU
(Street)
TOKYOJAPAN103-8645
(City)(State)(Zip)
JAPAN
(Country)		2. Issuer Name and Ticker or Trading Symbol
NOMURA HOLDINGS INC [ NMR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
2a. Foreign Trading Symbol
[TSE: 8604]
3. Date of Earliest Transaction (Month/Day/Year)
04/27/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock(1)04/27/2026M5,400A$021,078D
Common Stock(2)04/27/2026F2,630D$7.71(3)18,448D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)(4)(4)04/27/2026M5,400 (1) (5)Common stock5,400$04,700D
Explanation of Responses:
1. Restricted Stock Units vested on April 1, 2026 and were settled in shares on April 27, 2026.
2. Shares were withheld to satisfy tax withholding obligations in connection with the settlement of the Restricted Stock Units.
3. The reported price has been converted into U.S. dollars from Japanese yen using the JPY159.56 = US$1 as spot exchange rate on the Transaction Date, as reported by MUFG Bank, Ltd on April 27, 2026.
4. Each Restricted Stock Unit represents the right to receive one share of Common Stock.
5. No separate Expiration Date.
Remarks:
Group Finance
/s/ Takashi Futaki, as Attorney-in-fact04/28/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR