What does the 4,744-share tax withholding mean for Nomura Holdings (NMR) insider activity?

The 4,744 shares were withheld to satisfy Koike’s tax obligations related to the RSU settlement, according to the footnotes. This disposition is a mechanical tax payment method, not a discretionary market sale, and does not represent an open-market exit from Nomura Holdings stock.

At what prices were Koike’s Nomura Holdings (NMR) share amounts calculated?

The Form 4 shows approximate U.S. dollar prices converted from Japanese yen. The tax-withheld shares used about $7.71 per share, and the officers' stock ownership plan acquisition used about $8.41 per share, based on spot exchange rates from MUFG Bank on the respective transaction dates.

Nomura Holdings (NYSE: NMR) officer settles 10,000 RSUs, 4,744 shares withheld

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

NOMURA HOLDINGS INC officer Hiroyasu Koike reported routine equity compensation activity. On April 27, 2026, 10,000 Restricted Stock Units were settled into common shares, and 4,744 shares were withheld at about $7.71 per share to cover tax obligations.

Following these transactions, Koike held 117,729 common shares directly. Separately, on April 24, 2026, he acquired 294.729 common shares indirectly through an officers' stock ownership plan at about $8.41 per share, bringing those indirect holdings to 660.372 shares.

Insider Trade Summary

10,000 shares exercised/converted

Mixed 4 txns

Insider Koike Hiroyasu

Role See Remarks

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	10,000	$0.00	--
Exercise	Common Stock	10,000	$0.00	--
Tax Withholding	Common Stock	4,744	$7.71	$37K
Grant/Award	Common Stock	294.729	$8.41	$2K

Holdings After Transaction: Restricted Stock Units — 13,900 shares (Direct, null); Common Stock — 117,729 shares (Direct, null); Common Stock — 660.372 shares (Indirect, Held in officers' stock ownership plan)

Footnotes (1)

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. Each Restricted Stock Unit represents the right to receive one share of Common Stock. No separate Expiration Date.

Key Figures

RSUs settled: 10,000 shares Tax-withheld shares: 4,744 shares at $7.71/share Direct holdings after RSU settlement: 117,729 shares +4 more

7 metrics

RSUs settled 10,000 shares Restricted Stock Units settled into common stock on April 27, 2026

Tax-withheld shares 4,744 shares at $7.71/share Shares withheld to cover tax obligations on April 27, 2026

Direct holdings after RSU settlement 117,729 shares Common stock directly held by Koike after April 27, 2026 transactions

Officers’ plan award 294.729 shares at $8.41/share Common stock acquired indirectly on April 24, 2026

Indirect holdings after plan award 660.372 shares Common stock held via officers' stock ownership plan after April 24, 2026

JPY/USD rate for April 24 JPY159.84 = US$1 Spot exchange rate used to convert reported price on April 24, 2026

JPY/USD rate for April 27 JPY159.56 = US$1 Spot exchange rate used to convert reported price on April 27, 2026

Key Terms

Restricted Stock Units, tax withholding obligations, spot exchange rate, officers' stock ownership plan, +1 more

5 terms

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"

spot exchange rate financial

"using the JPY159.84 = US$1 as spot exchange rate on the Transaction Date"

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 →

04/28/2026 - 06:45 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^*

Koike Hiroyasu

(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)
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	04/24/2026		A		294.729	A	$8.41⁽¹⁾	660.372	I	Held in officers' stock ownership plan
Common Stock⁽²⁾	04/27/2026		M		10,000	A	$0	117,729	D
Common Stock⁽³⁾	04/27/2026		F		4,744	D	$7.71⁽⁴⁾	112,985	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)
Restricted Stock Units⁽²⁾⁽⁵⁾	⁽⁵⁾	04/27/2026		M			10,000	⁽²⁾	⁽⁶⁾	Common stock	10,000	$0	13,900	D

Explanation of Responses:

1. 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.

2. Restricted Stock Units vested on April 1, 2026 and were settled in shares on April 27, 2026.

3. Shares were withheld to satisfy tax withholding obligations in connection with the settlement of the Restricted Stock Units.

4. 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.

5. Each Restricted Stock Unit represents the right to receive one share of Common Stock.

6. No separate Expiration Date.

Remarks:

Head of Investment Management

	/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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Nomura Holdings (NMR) report for Hiroyasu Koike?

Nomura Holdings reported that officer Hiroyasu Koike settled 10,000 Restricted Stock Units into common shares and had 4,744 shares withheld for taxes. He also received 294.729 common shares through an officers' stock ownership plan, reflecting routine compensation-related equity movements rather than open-market trades.

How many Nomura Holdings (NMR) shares does Koike hold after these transactions?

After the reported transactions, Koike directly held 117,729 common shares of Nomura Holdings and indirectly held 660.372 shares through an officers' stock ownership plan. These figures come from post-transaction balances disclosed for each entry in the Form 4, showing his updated equity stake.

Were Koike’s Nomura Holdings (NMR) transactions open-market buys or sells?

The filing shows no open-market buys or sells. Instead, Koike exercised 10,000 Restricted Stock Units into common shares and had 4,744 shares withheld to pay taxes, plus he received 294.729 shares as a grant through an officers' stock ownership plan.

What are the key details of Koike’s Restricted Stock Units at Nomura Holdings (NMR)?

Each Restricted Stock Unit represented the right to receive one Nomura common share, as disclosed in the footnotes. The RSUs vested on April 1, 2026 and were settled in 10,000 common shares on April 27, 2026, with no separate expiration date indicated in the filing.