Nomura officer settles RSUs, pays taxes in shares

Nomura Holdings Inc. officer Masahiro Goto reported routine equity compensation activity involving Restricted Stock Units.

Rhea-AI Filing Summary

Nomura Holdings Inc. officer Masahiro Goto reported routine equity compensation activity involving Restricted Stock Units. On April 27, 2026, 69,800 Restricted Stock Units that vested on April 1, 2026 were settled into an equal number of shares of Common Stock, with no cash exercise price.

In connection with this settlement, 30,694 shares were withheld to cover tax withholding obligations, at a reported price of $7.71 per share, which reflects conversion from Japanese yen at JPY159.56 = US$1. After these transactions, Goto directly holds 243,374 shares of Common Stock and 94,800 Restricted Stock Units, each representing the right to receive one share of Common Stock. The withholding is a tax payment mechanism rather than an open-market sale.

Insider Trade Summary

69,800 shares exercised/converted

Exercise 3 txns

Insider Goto Masahiro

Role See Remarks

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	69,800	$0.00	$0.00
Exercise	Common Stock	69,800	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	30,694	$7.71	$237K

Holdings After Transaction: Restricted Stock Units — 94,800 contracts (Direct); Common Stock — 243,374 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.

Key Figures

RSUs settled: 69,800 shares Shares withheld for taxes: 30,694 shares Reported price per share: $7.71 per share +3 more

6 metrics

RSUs settled 69,800 shares Restricted Stock Units settled into Common Stock on April 27, 2026

Shares withheld for taxes 30,694 shares Withheld to satisfy tax obligations on RSU settlement

Reported price per share $7.71 per share Value of shares withheld, converted from Japanese yen

Direct holdings after transaction 274,068 shares Common Stock directly held by Masahiro Goto after April 27, 2026

RSUs remaining 94,800 units Restricted Stock Units outstanding after reported transactions

FX rate used JPY159.56 = US$1 Spot exchange rate used to convert price into U.S. dollars

Key Terms

Restricted Stock Units, tax withholding obligations, Exercise or conversion of derivative security, spot exchange rate

4 terms

Restricted Stock Units financial

"Restricted Stock Units vested on April 1, 2026 and were settled in shares"

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"

Exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security"

spot exchange rate financial

"using the JPY159.56 = US$1 as spot exchange rate on the Transaction Date"

FAQ

What did Masahiro Goto report in this Form 4 for NOMURA HOLDINGS INC (NMR)?

Masahiro Goto reported settlement of equity awards, converting 69,800 Restricted Stock Units into Common Stock. As part of this routine compensation event, some shares were withheld to cover taxes, and his direct share and RSU holdings were updated accordingly in the disclosure.

How many Nomura (NMR) shares did Masahiro Goto receive from RSU vesting?

Goto received 69,800 shares of Common Stock from vested Restricted Stock Units. Each RSU represented the right to receive one share, and the units vested on April 1, 2026, with settlement in shares occurring on April 27, 2026, according to the filing footnotes.

How many Nomura (NMR) shares were withheld for Masahiro Goto’s taxes?

The filing shows 30,694 shares of Common Stock were withheld to satisfy tax withholding obligations tied to the RSU settlement. These shares were valued at a reported price of $7.71 per share, based on a yen-to-dollar spot exchange rate disclosed in the footnotes.

What is Masahiro Goto’s Nomura (NMR) shareholding after these transactions?

After the reported transactions, Goto directly holds 274,068 shares of Common Stock. This updated figure reflects both the shares issued from the RSU settlement and the portion withheld for taxes, providing investors with his current direct equity position in the company.

How many Restricted Stock Units does Masahiro Goto still hold at Nomura (NMR)?

Following the April 27, 2026 transactions, Goto holds 94,800 Restricted Stock Units. Each RSU continues to represent the right to receive one share of Common Stock, with no separate expiration date noted, indicating additional potential future share deliveries upon vesting or settlement.

Was there an open-market sale of Nomura (NMR) shares by Masahiro Goto?

The filing describes a tax-withholding disposition of 30,694 shares, not an open-market sale. Shares were withheld by the issuer to satisfy tax obligations from the RSU settlement, meaning Goto did not execute a discretionary sale into the market for cash proceeds.

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Accepted by SEC EDGAR 04/28/2026 - 06:18 AM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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^*

Goto Masahiro

(Last) (First) (Middle)

13-1, NIHONBASHI 1-CHOME, CHUO-KU

(Street)

TOKYO JAPAN 103-8645

(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)

	Director		10% Owner
X	Officer (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)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	04/27/2026		M		69,800	A	$0	274,068	D
Common Stock(2)	04/27/2026		F		30,694	D	$7.71(3)	243,374	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units(1)(4)	(4)	04/27/2026		M			69,800	(1)	(5)	Common stock	69,800	$0	94,800	D

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:

Head of Executive Management Headquarters

	/s/ Takashi Futaki, as Attorney-in-fact	04/28/2026
	** Signature of Reporting Person	Date
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)