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Nomura executive exercises units, updates holdings

Nomura Holdings executive Kitamura Takumi reported compensation-related equity activity rather than open-market trading.

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Nomura Holdings executive Kitamura Takumi reported compensation-related equity activity rather than open-market trading. On April 24, 2026, 85,906 Notional Stock Units were converted and settled in cash, while an equivalent 85,906 shares of Common Stock were issued and then returned to Nomura in a disposition to the issuer. On April 27, 2026, 9,100 Restricted Stock Units vested into 9,100 Common shares, with 4,329 of those shares withheld to cover tax obligations. After these transactions, Kitamura holds 144,534 Common shares directly, plus 1,000 shares held indirectly through his spouse.

Positive

  • None.

Negative

  • None.
Insider Kitamura Takumi
Role See Remarks
Type Security Shares Price Value
Exercise Restricted Stock Units 9,100 $0.00 $0.00
Exercise Common Stock 9,100 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 4,329 $7.71 $33K
Exercise Notional Stock Units 85,906 $0.00 $0.00
Exercise Common Stock 85,906 $0.00 $0.00
Disposition Common Stock 85,906 $8.21 $705K
holding Common Stock -- -- --
Holdings After Transaction: Notional Stock Units — 99,769 contracts (Direct); Restricted Stock Units — 0 contracts (Direct); Common Stock — 144,534 shares (Direct); Common Stock — 1,000 shares (Indirect, Held by spouse)
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.
Tax-withheld shares 4,329 shares Common Stock withheld for tax obligations on April 27, 2026
RSUs converted 9,100 units/shares Restricted Stock Units vested and settled in shares on April 27, 2026
Notional Stock Units settled 85,906 units Settled in cash on April 24, 2026, no shares issued
Disposition to issuer 85,906 shares Common Stock returned to Nomura on April 24, 2026
Direct holdings after transactions 148,863 shares Common Stock directly owned after April 27, 2026 transactions
Indirect holdings via spouse 1,000 shares Common Stock held by spouse as of April 24, 2026
Issuer disposition price $8.21 per share Price for 85,906-share disposition to issuer on April 24, 2026
Tax-withholding reference price $7.71 per share Price used for 4,329 shares withheld for taxes on April 27, 2026
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""
spot exchange rate financial
"using the JPY159.84 = US$1 as spot exchange rate on the Transaction Date"

FAQ

What did Nomura (NMR) executive Kitamura Takumi report in this Form 4?
Kitamura reported compensation-related equity activity, including the conversion of Notional Stock Units into cash and Restricted Stock Units into Common Stock, along with shares withheld for taxes and a disposition of shares back to Nomura, updating his overall shareholdings without open-market trades.

How many Nomura (NMR) shares does Kitamura hold after these transactions?
Following the reported transactions, Kitamura holds 148,863 Nomura Common shares directly and 1,000 shares indirectly through his spouse. These figures reflect his updated beneficial ownership after unit conversions, tax withholding, and the disposition of shares back to the issuer.

What happened to the 85,906 Notional Stock Units reported by Nomura (NMR)?
The 85,906 Notional Stock Units vested on April 1, 2026 and were settled in cash on April 24, 2026. No shares were issued from these units; each unit represented a right to receive cash equal to one Nomura Common share’s value.

How were the 9,100 Restricted Stock Units for Nomura (NMR) settled?
The 9,100 Restricted Stock Units vested on April 1, 2026 and were settled in shares on April 27, 2026. Each unit became one Nomura Common share, and 4,329 of those shares were withheld to satisfy tax withholding obligations related to the vesting.

Did Kitamura buy or sell Nomura (NMR) shares on the open market?
The Form 4 shows no open-market purchases or sales. Reported dispositions include 4,329 shares withheld to cover tax obligations and 85,906 shares returned to Nomura in a disposition to the issuer, both tied to equity compensation settlements rather than market trading.

Why do the Nomura (NMR) share prices appear in U.S. dollars in this Form 4?
Reported prices were converted from Japanese yen to U.S. dollars using spot exchange rates on the relevant transaction dates. The filing cites JPY159.84 = US$1 for April 24, 2026 and JPY159.56 = US$1 for April 27, 2026, based on MUFG Bank data.

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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*
Kitamura Takumi
(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)04/24/2026M85,906A(2)225,669D
Common Stock(1)04/24/2026D85,906D$8.21(3)139,763D
Common Stock(4)04/27/2026M9,100A$0148,863D
Common Stock(5)04/27/2026F4,329D$7.71(6)144,534D
Common Stock1,000IHeld by spouse
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)04/24/2026M85,906 (1) (7)Common stock85,906$099,769D
Restricted Stock Units(4)(8)(8)04/27/2026M9,100 (4) (7)Common stock9,100$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:
Executive Officer, CTO (Chief Transformation 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