What are Performance Share Units in the Nomura Holdings (NMR) Form 4 filing?

Each Performance Share Unit represents the right to receive between 0% and 150% of one Nomura common share. The actual number earned depends on achievement of performance targets measured over a three-year performance period, with 349,000 units reported as the target amount.

Nomura Holdings (NMR) director Okuda receives large Performance and Notional Stock Unit grants

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Okuda Kentaro reported acquisition or exercise transactions in this Form 4 filing.

Nomura Holdings director and officer Kentaro Okuda reported new equity-based awards and updated holdings. He received grants of 349,000 Performance Share Units and multiple grants of 158,429 Notional Stock Units, each tied to one share of common stock in value. The Performance Share Units can pay between 0% and 150% of one share depending on performance over a three-year period. Following these awards, he directly holds 529,192 shares of common stock and significant derivative interests scheduled to settle beginning on April 1, 2027.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Okuda Kentaro

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	Notional Stock Units	158,429	$0.00	--
Grant/Award	Notional Stock Units	158,429	$0.00	--
Grant/Award	Notional Stock Units	158,429	$0.00	--
Grant/Award	Performance Share Units	349,000	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Notional Stock Units — 642,143 shares (Direct, null); Performance Share Units — 1,350,100 shares (Direct, null); Common Stock — 529,192 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 Unit grant: 349,000 units Notional Stock Unit grant size: 158,429 units Common shares held: 529,192 shares +3 more

6 metrics

Performance Share Unit grant 349,000 units Target number of Performance Share Units granted on May 25, 2026

Notional Stock Unit grant size 158,429 units Size of each Notional Stock Unit grant on May 25, 2026

Common shares held 529,192 shares Direct Nomura common stock holdings after reported transactions

Performance Share Unit holdings 1,350,100 units Total Performance Share Units held after grant on May 25, 2026

Notional Stock Unit holdings 959,001 units Notional Stock Units held after one of the grants on May 25, 2026

Earliest exercise date April 1, 2027 Exercise date for one Notional Stock Unit grant

Key Terms

Performance Share Units, Notional Stock Units, three-year performance period, grant, award, or other acquisition

4 terms

Notional Stock Units 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."

grant, award, or other acquisition financial

"transaction code description: Grant, award, or other acquisition"

Form 4 Insider Transactions: What Each Field Means →

05/27/2026 - 06:12 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^*

Okuda Kentaro

(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
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								529,192	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		158,429		04/01/2027	⁽²⁾	Common stock	158,429	$0	642,143	D
Notional Stock Units⁽¹⁾	⁽¹⁾	05/25/2026		A		158,429		04/01/2028	⁽²⁾	Common stock	158,429	$0	800,572	D
Notional Stock Units⁽¹⁾	⁽¹⁾	05/25/2026		A		158,429		04/01/2029	⁽²⁾	Common stock	158,429	$0	959,001	D
Performance Share Units⁽³⁾	⁽³⁾	05/25/2026		A		349,000		04/01/2029	⁽²⁾	Common stock	349,000	$0	1,350,100	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, President and Group CEO

	/s/ Takashi Futaki, as Attorney-in-fact	05/25/2026
	** 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 Kentaro Okuda report at Nomura Holdings (NMR)?

Kentaro Okuda reported equity-based compensation grants, including 349,000 Performance Share Units and several 158,429 Notional Stock Unit grants. These awards increase his derivative exposure to Nomura common stock rather than reflecting open-market share purchases or sales.

How do Notional Stock Units work in the Nomura Holdings (NMR) Form 4?

Each Notional Stock Unit gives the right to receive cash equal to the value of one Nomura common share. Okuda received several grants of 158,429 Notional Stock Units, which are derivative awards referenced to common stock rather than immediate share issuances.

Did Kentaro Okuda buy or sell Nomura Holdings (NMR) shares in the market?

The Form 4 shows compensation-related awards coded as acquisitions, not open-market purchases or sales. It reports grants of Performance Share Units and Notional Stock Units, with no transactions labeled as open-market buys or sells of common stock.

How many Nomura Holdings (NMR) common shares does Kentaro Okuda hold after these grants?

After the reported transactions, Okuda directly holds 529,192 Nomura common shares. In addition, he has sizeable derivative interests through Performance Share Units and Notional Stock Units that reference common stock for future cash or share-based settlement.

When could the new Nomura Holdings (NMR) equity awards for Kentaro Okuda settle?

The Form 4 lists exercise dates of April 1, 2027, April 1, 2028, and April 1, 2029 for certain Notional Stock Units and Performance Share Units. Actual settlement depends on those dates and, for Performance Share Units, on three-year performance goal achievement.