How many Performance Share Units did Nakajima receive from Nomura (NMR)?

He received 192,000 Performance Share Units. Each unit can convert into 0% to 150% of one share of common stock, depending on achieving performance targets over a three-year period, so the final number of shares earned may be lower or higher than the target.

Nomura (NMR) officer Nakajima receives large grants of stock-based units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Nakajima Yutaka reported acquisition or exercise transactions in this Form 4 filing.

NOMURA HOLDINGS INC officer Yutaka Nakajima reported equity-based compensation awards rather than open-market trading. On May 25, 2026, he received 192,000 Performance Share Units, each tied to between 0% and 150% of one share of common stock based on three-year performance.

He was also granted three tranches of 87,138 Notional Stock Units each, all linked to the value of common stock and settled in cash. Following these awards, his reported holdings include 682,743 shares of common stock directly owned. The filing shows no reported stock purchases or sales; the transactions are compensation grants.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Nakajima Yutaka

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	Notional Stock Units	87,138	$0.00	--
Grant/Award	Notional Stock Units	87,138	$0.00	--
Grant/Award	Notional Stock Units	87,138	$0.00	--
Grant/Award	Performance Share Units	192,000	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Notional Stock Units — 351,216 shares (Direct, null); Performance Share Units — 742,600 shares (Direct, null); Common Stock — 682,743 shares (Direct, null)

Footnotes (1)

Each Notional Stock Unit represents the right to receive cash equal in value to one share of Common Stock. No separate Expiration Date. Each Performance Share Unit represents the right to receive between 0% and 150% of one share of Common Stock. The reported number of securities represents the target number of shares that may be earned. The actual number of shares that may be earned will be calculated based on the degree of achievement of performance targets over a three-year performance period. No separate Expiration Date.

Key Figures

Performance Share Units granted: 192,000 units Notional Stock Units grant 1: 87,138 units Notional Stock Units grant 2: 87,138 units +3 more

6 metrics

Performance Share Units granted 192,000 units Grant on May 25, 2026; target number of PSUs

Notional Stock Units grant 1 87,138 units Notional Stock Units with exercise date April 1, 2029

Notional Stock Units grant 2 87,138 units Notional Stock Units with exercise date April 1, 2028

Notional Stock Units grant 3 87,138 units Notional Stock Units with exercise date April 1, 2027

Common stock holdings 682,743 shares Shares of common stock directly owned after transactions

PSU payout range 0%–150% of one share Each Performance Share Unit’s potential share-equivalent payout

Key Terms

Performance Share Unit, Notional Stock Unit, three-year performance period, grant/award acquisition, +1 more

5 terms

Notional Stock Unit financial

"Each Notional Stock Unit represents the right to receive cash equal in value to one share of Common Stock."

three-year performance period financial

"performance targets over a three-year performance period. No separate Expiration Date."

grant/award acquisition financial

"transaction_action": "grant/award acquisition""

derivative financial

""transaction_type": "derivative""

A derivative is a financial contract whose value depends on the price or performance of another asset or measure — for example a stock, index, interest rate, commodity, or currency. Investors use derivatives like insurance or leveraged bets to hedge risk, speculate, or gain exposure without owning the underlying asset; they can protect portfolios but also amplify losses and introduce counterparty and market risk.

Form 4 Insider Transactions: What Each Field Means →

05/27/2026 - 06:08 AM

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^*

Nakajima Yutaka

(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)
05/25/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								682,743	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Notional Stock Units⁽¹⁾	⁽¹⁾	05/25/2026		A		87,138		04/01/2027	⁽²⁾	Common stock	87,138	$0	351,216	D
Notional Stock Units⁽¹⁾	⁽¹⁾	05/25/2026		A		87,138		04/01/2028	⁽²⁾	Common stock	87,138	$0	438,354	D
Notional Stock Units⁽¹⁾	⁽¹⁾	05/25/2026		A		87,138		04/01/2029	⁽²⁾	Common stock	87,138	$0	525,492	D
Performance Share Units⁽³⁾	⁽³⁾	05/25/2026		A		192,000		04/01/2029	⁽²⁾	Common stock	192,000	$0	742,600	D

Explanation of Responses:

1. Each Notional Stock Unit represents the right to receive cash equal in value to one share of Common Stock.

2. No separate Expiration Date.

3. Each Performance Share Unit represents the right to receive between 0% and 150% of one share of Common Stock. The reported number of securities represents the target number of shares that may be earned. The actual number of shares that may be earned will be calculated based on the degree of achievement of performance targets over a three-year performance period. No separate Expiration Date.

Remarks:

Representative Executive Officer and Deputy President

	/s/ Takashi Futaki, as Attorney-in-fact	05/26/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Nakajima Yutaka report in the latest Nomura (NMR) Form 4?

Nakajima Yutaka reported new equity-based compensation awards, not market trades. He received Performance Share Units and Notional Stock Units linked to Nomura common stock value, reflecting compensation rather than buying or selling shares in the open market.

What are Notional Stock Units in the Nomura (NMR) Form 4 filing?

Each Notional Stock Unit represents the right to receive cash equal to one share’s value. Nakajima received three 87,138-unit grants, all referencing Nomura common stock, providing cash-settled exposure instead of delivering actual shares at settlement.

Did Nakajima buy or sell Nomura (NMR) common stock in this Form 4?

No stock purchases or sales were reported. The Form 4 reflects grants of Performance Share Units and Notional Stock Units as compensation, along with an updated disclosure of existing common stock holdings, rather than open-market trading activity.

How many Nomura (NMR) common shares does Nakajima hold after these transactions?

The filing shows 682,743 shares of common stock directly owned after the reported transactions. This figure reflects his direct equity stake separate from the additional derivative awards, which are Performance Share Units and Notional Stock Units tied to future conditions.

When can Nakajima’s new Nomura (NMR) units vest or be exercised?

The Performance Share Units and Notional Stock Units list an exercise date of April 1, 2027, 2028, or 2029, depending on the tranche. The performance-based units also depend on three-year performance targets before determining how many shares are ultimately earned.