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Nomura (NYSE: NMR) executive settles stock units and withholds shares for tax

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(Neutral)
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(Neutral)
Form Type
4

Rhea-AI Filing Summary

Nomura Holdings executive Yukiko Ozaki reported routine equity compensation activity. On April 27, 2026 she exercised 4,900 Restricted Stock Units into Common Stock and 1,467 shares were withheld at about $7.71 per share to cover tax obligations. Footnotes state each Restricted Stock Unit delivered one share of Common Stock.

On April 24, 2026 she exercised 2,896 Notional Stock Units that were vested and settled entirely in cash at about $8.21 per unit, so no new shares were issued. The filing also shows a small 7.368‑share Common Stock award through an officers' stock ownership plan. After these transactions, she directly holds 20,919 Common shares, plus a small indirect plan balance.

Positive

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Negative

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Insider Ozaki Yukiko
Role See Remarks
Type Security Shares Price Value
Exercise Restricted Stock Units 4,900 $0.00 --
Exercise Common Stock 4,900 $0.00 --
Tax Withholding Common Stock 1,467 $7.71 $11K
Exercise Notional Stock Units 2,896 $0.00 --
Exercise Common Stock 2,896 $0.00 --
Disposition Common Stock 2,896 $8.21 $24K
Grant/Award Common Stock 7.368 $8.41 $61.96
Holdings After Transaction: Restricted Stock Units — 7,600 shares (Direct, null); Common Stock — 22,386 shares (Direct, null); Notional Stock Units — 0 shares (Direct, null); Common Stock — 69.933 shares (Indirect, Held in officers' stock ownership plan)
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.
RSUs settled 4,900 units Restricted Stock Units vested April 1, 2026, settled April 27, 2026
Shares withheld for tax 1,467 shares at $7.71 Tax withholding on RSU settlement, April 27, 2026
Notional Stock Units settled 2,896 units at $8.21 Cash settlement of Notional Stock Units on April 24, 2026
Direct holdings after transactions 20,919 shares Common Stock directly held by Yukiko Ozaki after April 27, 2026
Indirect plan holdings 69.933 shares Common Stock held in officers' stock ownership plan after April 24, 2026
RSU settlement FX rate JPY159.56 = US$1 Exchange rate used for April 27, 2026 price conversion
Notional units FX rate JPY159.84 = US$1 Exchange rate used for April 24, 2026 price conversion
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"
officers' stock ownership plan financial
"Held in officers' stock ownership plan"
derivative exercise/conversion financial
"transaction_action: derivative exercise/conversion"
Form 4 Insider Transactions: What Each Field Means →
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*
Ozaki Yukiko
(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)04/24/2026M2,896A(2)20,382D
Common Stock(1)04/24/2026D2,896D$8.21(3)17,486D
Common Stock(4)04/27/2026M4,900A$022,386D
Common Stock(5)04/27/2026F1,467D$7.71(6)20,919D
Common Stock04/24/2026A7.368A$8.41(3)69.933IHeld in officers' stock ownership plan
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)04/24/2026M2,896 (1) (7)Common stock2,896$00D
Restricted Stock Units(4)(8)(8)04/27/2026M4,900 (4) (7)Common stock4,900$07,600D
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:
CHRO (Chief Human Resources Officer) and CHO (Chief Health Officer)
/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

FAQ

What insider transactions did NOMURA HOLDINGS INC (NMR) report for Yukiko Ozaki?

NOMURA HOLDINGS INC reported that executive Yukiko Ozaki exercised equity awards and had shares withheld for tax. She converted 4,900 Restricted Stock Units into Common Stock, settled 2,896 Notional Stock Units in cash, and received a small stock award via an officers' ownership plan.

Did Yukiko Ozaki buy or sell NOMURA (NMR) shares on the open market?

The filing shows no open‑market buying or selling by Yukiko Ozaki. Reported dispositions include 1,467 shares withheld to cover tax obligations and 2,896 shares disposed to the issuer in connection with cash settlement of Notional Stock Units, rather than discretionary market trades.

How many Restricted Stock Units did Yukiko Ozaki settle at Nomura (NMR)?

Yukiko Ozaki settled 4,900 Restricted Stock Units that vested on April 1, 2026 and were settled in shares on April 27, 2026. Each unit represented the right to receive one share of Common Stock, increasing her direct share position before tax withholding.

What happened to Yukiko Ozaki’s Notional Stock Units at Nomura (NMR)?

She exercised 2,896 Notional Stock Units that vested on April 1, 2026 and were settled entirely in cash on April 24, 2026. Footnotes explain each Notional Stock Unit represented cash equal to one Common share, and no shares were issued in this cash settlement.

How many NOMURA (NMR) shares does Yukiko Ozaki hold after these transactions?

After the reported transactions, Yukiko Ozaki directly holds 20,919 shares of Common Stock. She also has an indirect interest of 69.933 shares held in an officers' stock ownership plan, reflecting a small plan-based allocation separate from her direct holdings.

Why were NOMURA (NMR) shares withheld from Yukiko Ozaki’s RSU settlement?

A total of 1,467 shares were withheld from Yukiko Ozaki’s RSU settlement to satisfy tax withholding obligations. This is a standard mechanism where the issuer retains part of the vested shares, instead of the executive selling shares separately to pay required taxes.