Equity awards vest for Nomura (NYSE: NMR) executive amid tax withholding

Rhea-AI Filing Summary

Nomura Holdings Inc executive Sugiyama Go reported stock-based compensation activity involving both share acquisitions and dispositions. On April 24, 2026, 42,060 Notional Stock Units linked to Common Stock were settled in cash, with no new shares issued, and a matching 42,060 Common Stock disposition to the issuer at $8.21 per share.

On April 27, 2026, 27,800 Restricted Stock Units vested and were settled in Common Stock, each unit delivering one share. To cover tax obligations, 12,922 of these shares were withheld at $7.71 per share. After these transactions, Sugiyama holds 53,814 Common Stock shares directly. The filing reflects routine equity award vesting, tax withholding, and issuer-related dispositions rather than open-market trading.

Insights

Equity Compensation Analyst

Routine vesting and tax withholding; no open-market trades reported.

The activity centers on equity compensation vesting for Nomura Holdings Inc executive Sugiyama Go. Notional Stock Units tied to Common Stock were settled entirely in cash, while Restricted Stock Units delivered shares, consistent with standard long-term incentive structures.

The disposition of 42,060 shares to the issuer and withholding of 12,922 shares for taxes are mechanical steps, not discretionary market sales. Sugiyama’s direct Common Stock holdings are 53,814 shares after these events, suggesting routine portfolio and tax management rather than a directional view on the stock.

Insider Trade Summary

69,860 shares exercised/converted

Mixed 6 txns

Insider Sugiyama Go

Role See Remarks

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	27,800	$0.00	--
Exercise	Common Stock	27,800	$0.00	--
Tax Withholding	Common Stock	12,922	$7.71	$100K
Exercise	Notional Stock Units	42,060	$0.00	--
Exercise	Common Stock	42,060	$0.00	--
Disposition	Common Stock	42,060	$8.21	$345K

Holdings After Transaction: Restricted Stock Units — 45,100 shares (Direct, null); Common Stock — 66,736 shares (Direct, null); Notional Stock Units — 45,076 shares (Direct, null)

Footnotes (1)

1. Notional Stock Units vested on April 1, 2026 and were settled in cash on April 24, 2026. No shares were issued. Each Notional Stock Unit represents the right to receive cash equal in value to one share of Common Stock. 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. Restricted Stock Units vested on April 1, 2026 and were settled in shares on April 27, 2026. Shares were withheld to satisfy tax withholding obligations in connection with the settlement of the Restricted Stock Units. 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. No separate Expiration Date. Each Restricted Stock Unit represents the right to receive one share of Common Stock.

Key Figures

Disposition to issuer: 42,060 shares at $8.21 RSUs vested: 27,800 units Tax withholding shares: 12,922 shares at $7.71 +2 more

5 metrics

Disposition to issuer 42,060 shares at $8.21 Common Stock returned to issuer on April 24, 2026

RSUs vested 27,800 units Restricted Stock Units settled in shares on April 27, 2026

Tax withholding shares 12,922 shares at $7.71 Shares withheld to satisfy tax obligations on April 27, 2026

Direct Common Stock holdings 53,814 shares Shares directly owned following transactions

Derivative exercises 69,860 shares Total shares from derivative exercises reported in filing

Key Terms

Notional Stock Units, Restricted Stock Units, tax withholding obligations, Disposition to issuer, +1 more

5 terms

Notional Stock Units financial

"Notional Stock Units vested on April 1, 2026 and were settled in cash"

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 with the settlement"

Disposition to issuer financial

"transaction_action": "issuer disposition""

Exercise or conversion of derivative security financial

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

Form 4 Insider Transactions: What Each Field Means →

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^*

Sugiyama Go

(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)
04/24/2026

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)	04/24/2026		M		42,060	A	(2)	80,996	D
Common Stock(1)	04/24/2026		D		42,060	D	$8.21(3)	38,936	D
Common Stock(4)	04/27/2026		M		27,800	A	$0	66,736	D
Common Stock(5)	04/27/2026		F		12,922	D	$7.71(6)	53,814	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
Notional Stock Units(1)	(2)	04/24/2026		M			42,060	(1)	(7)	Common stock	42,060	$0	45,076	D
Restricted Stock Units(4)(8)	(8)	04/27/2026		M			27,800	(4)	(7)	Common stock	27,800	$0	45,100	D

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:

Executive Officer, Deputy President, Head of Banking

	/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)

FAQ

What insider transactions did Sugiyama Go report at Nomura Holdings (NMR)?

Sugiyama Go reported equity award vesting and related share movements. Notional Stock Units were settled in cash, Restricted Stock Units delivered shares, and portions of stock were either returned to the issuer or withheld to satisfy tax obligations, with no open-market buying or selling disclosed.

How many Nomura Holdings (NMR) shares does Sugiyama Go hold after these Form 4 transactions?

After the reported transactions, Sugiyama Go directly holds 53,814 shares of Common Stock. This figure reflects the net result of equity award settlement, shares returned to the issuer, and shares withheld to cover tax obligations associated with Restricted Stock Unit vesting.

Were Sugiyama Go’s Nomura (NMR) transactions open-market buys or sells?

The reported transactions were not open-market trades. They involved derivative exercises of Notional Stock Units and Restricted Stock Units, a disposition of 42,060 shares to the issuer, and 12,922 shares withheld for tax obligations, all linked to compensation rather than discretionary market purchases or sales.

What happened to the Notional Stock Units reported by Sugiyama Go at Nomura (NMR)?

The Notional Stock Units vested on April 1, 2026 and were settled in cash on April 24, 2026. Each unit represented cash equal to one Common Stock share’s value, and according to the disclosure, no new Nomura Holdings shares were issued in this cash settlement.

How were Sugiyama Go’s Restricted Stock Units in Nomura (NMR) settled?

Restricted Stock Units vested on April 1, 2026 and were settled in shares on April 27, 2026. Each unit delivered one share of Common Stock. As part of this settlement, 12,922 shares were withheld to satisfy tax obligations, with the remaining shares contributing to Sugiyama’s direct holdings.

At what prices were the Nomura (NMR) Form 4 share amounts calculated?

The reported prices are presented in U.S. dollars converted from Japanese yen. For the April 24, 2026 disposition, $8.21 per share used a JPY159.84 per $1 rate. For the April 27, 2026 tax withholding, $7.71 per share used a JPY159.56 per $1 exchange rate.