Nomura director settles notional stock units in cash

Nomura Holdings director Koji Nagai reported compensation-related stock transactions rather than open-market trading.

Rhea-AI Filing Summary

Nomura Holdings director Koji Nagai reported compensation-related stock transactions rather than open-market trading. On April 24, 2026, 220,643 Notional Stock Units linked to Nomura common stock were exercised and, as disclosed, vested on April 1, 2026 and were settled in cash on April 24, 2026, with no shares issued. Each unit represents the right to receive cash equal in value to one share of common stock, so these entries reflect cash-settled equity compensation and an internal disposition to the issuer, not share purchases or sales in the market.

Insider Trade Summary

220,643 shares exercised/converted

Exercise 4 txns

Insider Nagai Koji

Role Director

Type	Security	Shares	Price	Value
Exercise	Notional Stock Units	220,643	$0.00	$0.00
Exercise	Common Stock	220,643	$0.00	$0.00
Disposition	Common Stock	220,643	$159.84	$35.27M
holding	Common Stock	--	--	--

Holdings After Transaction: Notional Stock Units — 288,107 contracts (Direct); Common Stock — 512,942 shares (Direct); Common Stock — 0.294 shares (Indirect, Held in officers' stock ownership plan)

Footnotes (4)

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. No separate Expiration Date.
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. Each Notional Stock Unit represents the right to receive cash equal in value to one share of Common Stock.

Key Figures

Notional Stock Units exercised: 220,643 units Notional Stock Units post-transaction: 288,107 units Exchange rate used: JPY159.84 = US$1 +3 more

6 metrics

Notional Stock Units exercised 220,643 units Exercised and settled in cash on April 24, 2026

Notional Stock Units post-transaction 288,107 units Notional Stock Units reported as outstanding after transactions

Exchange rate used JPY159.84 = US$1 Spot rate on April 24, 2026 for price conversion

Common stock disposition 220,643 shares Disposition to issuer coded as transaction type D

Common stock exercise 220,643 shares Exercise or conversion of derivative security coded as M

Indirect holdings entry 0.2940 shares Held in officers' stock ownership plan

Key Terms

Notional Stock Units, Disposition to issuer, Exercise or conversion of derivative security, officers' stock ownership plan, +1 more

5 terms

Notional Stock Units financial

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

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

Exercise or conversion of derivative security financial

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

officers' stock ownership plan financial

"nature_of_ownership": "Held in officers' stock ownership plan""

spot exchange rate financial

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

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Accepted by SEC EDGAR 04/28/2026 - 07:51 AM EDT Learn about SEC filing dates

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^*

Nagai Koji

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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								0.294	I	Held in officers' stock ownership plan
Common Stock(1)	04/24/2026		M		220,643	A	(2)	733,585	D
Common Stock(1)	04/24/2026		D		220,643	D	$159.84(3)	512,942	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)	(4)	04/24/2026		M			220,643	(1)	(2)	Common Stock	220,643	$0	288,107	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. No separate Expiration Date.

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

	/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)