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[Form 4] NOMURA HOLDINGS INC Insider Trading Activity

NOMURA HOLDINGS INC officer Yutaka Nakajima reported compensation-related equity transactions involving Common Stock, Restricted Stock Units, and Notional Stock Units.

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NOMURA HOLDINGS INC officer Yutaka Nakajima reported compensation-related equity transactions involving Common Stock, Restricted Stock Units, and Notional Stock Units. On April 24, 2026, 193,024 Notional Stock Units vested and were settled in cash, with a corresponding 193,024-share disposition of Common Stock back to the issuer at $8.21 per share, so no new shares were issued. On April 27, 2026, 9,900 Restricted Stock Units vested and were settled in shares of Common Stock, while 4,697 shares were withheld to cover tax obligations at $7.71 per share. Following these transactions, Nakajima directly held 682,743 shares of Common Stock.

Positive

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Negative

  • None.
Insider Nakajima Yutaka
Role See Remarks
Type Security Shares Price Value
Exercise Restricted Stock Units 9,900 $0.00 $0.00
Exercise Common Stock 9,900 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 4,697 $7.71 $36K
Exercise Notional Stock Units 193,024 $0.00 $0.00
Exercise Common Stock 193,024 $0.00 $0.00
Disposition Common Stock 193,024 $8.21 $1.58M
Holdings After Transaction: Notional Stock Units — 264,078 contracts (Direct); Restricted Stock Units — 0 contracts (Direct); Common Stock — 682,743 shares (Direct)
Footnotes (8)
  1. F1. Notional Stock Units vested on April 1, 2026 and were settled in cash on April 24, 2026. No shares were issued.
  2. F2. Each Notional Stock Unit represents the right to receive cash equal in value to one share of Common Stock.
  3. F3. The reported price has been converted into U.S. dollars from Japanese yen using the JPY159.84 = US$1 as spot exchange rate on the Transaction Date, as reported by MUFG Bank, Ltd on April 24, 2026.
  4. F4. Restricted Stock Units vested on April 1, 2026 and were settled in shares on April 27, 2026
  5. F5. Shares were withheld to satisfy tax withholding obligations in connection with the settlement of the Restricted Stock Units.
  6. F6. 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.
  7. F7. No separate Expiration Date.
  8. F8. Each Restricted Stock Unit represents the right to receive one share of Common Stock.
Shares withheld for taxes 4,697 shares Common Stock withheld at $7.71 per share on April 27, 2026
Tax withholding price $7.71 per share Converted from JPY using JPY159.56 = US$1 on April 27, 2026
Post-transaction holdings 682,743 shares Common Stock directly owned after April 27, 2026 transactions
RSUs settled in shares 9,900 units Restricted Stock Units converted to Common Stock on April 27, 2026
Notional Stock Units settled 193,024 units Vested April 1, 2026 and settled in cash on April 24, 2026
Issuer disposition shares 193,024 shares Common Stock disposed to issuer at $8.21 per share on April 24, 2026
Issuer disposition price $8.21 per share Converted from JPY using JPY159.84 = US$1 on April 24, 2026
Derivative exercises 202,924 shares Total underlying shares from M-code exercises in this filing
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.
Notional Stock Units financial
"Notional Stock Units vested on April 1, 2026 and were settled in cash"
tax withholding obligations financial
"Shares were withheld to satisfy tax withholding obligations in connection with the settlement"
Disposition to issuer financial
"transaction_action": "issuer disposition", "transaction_code_description": "Disposition to issuer""
Exercise or conversion of derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""
Common Stock financial
"Each Notional Stock Unit represents the right to receive cash equal in value to one share of Common Stock."
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

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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*
Nakajima Yutaka
(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)
04/24/2026		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)04/24/2026M193,024A(2)870,564D
Common Stock(1)04/24/2026D193,024D$8.21(3)677,540D
Common Stock(4)04/27/2026M9,900A$0687,440D
Common Stock(5)04/27/2026F4,697D$7.71(6)682,743D
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
Notional Stock Units(1)(2)04/24/2026M193,024 (1) (7)Common stock193,024$0264,078D
Restricted Stock Units(4)(8)(8)04/27/2026M9,900 (4) (7)Common stock9,900$00D
Explanation of Responses:
1. Notional Stock Units vested on April 1, 2026 and were settled in cash on April 24, 2026. No shares were issued.
2. Each Notional Stock Unit represents the right to receive cash equal in value to one share of Common Stock.
3. The reported price has been converted into U.S. dollars from Japanese yen using the JPY159.84 = US$1 as spot exchange rate on the Transaction Date, as reported by MUFG Bank, Ltd on April 24, 2026.
4. Restricted Stock Units vested on April 1, 2026 and were settled in shares on April 27, 2026
5. Shares were withheld to satisfy tax withholding obligations in connection with the settlement of the Restricted Stock Units.
6. 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.
7. No separate Expiration Date.
8. Each Restricted Stock Unit represents the right to receive one share of Common Stock.
Remarks:
Representative Executive Officer and Deputy President
/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