What prices were used for Kentaro Okuda’s Nomura (NMR) share transactions?

The issuer disposition of 325,484 Common Stock on April 24, 2026 used a price of $8.21 per share, converted from yen at JPY159.84=US$1. Tax withholding on 26,705 shares on April 27, 2026 used $7.71 per share, converted at JPY159.56=US$1.

Stock awards and tax settled in shares for Nomura (NYSE: NMR) director

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Nomura Holdings director and officer Kentaro Okuda reported a series of compensation-related stock transactions. On April 24, 2026, he exercised 325,484 Notional Stock Units tied to Common Stock, which vested on April 1 and were settled entirely in cash; the footnotes state that no shares were issued for these units.

On the same date, he also exercised 325,484 Common Stock at $0.00 and disposed of 325,484 Common Stock back to the issuer at $8.21 per share as a disposition to the company. On April 27, 2026, Okuda’s 57,800 Restricted Stock Units vested and settled in shares on a one-for-one basis into Common Stock, and 26,705 Common Stock were withheld at $7.71 per share to cover tax withholding obligations.

After these exercises, dispositions, and tax withholding, Okuda directly holds 555,897 shares of Nomura Holdings Common Stock. All transactions are reported as direct ownership and reflect derivative exercises, cash settlement, and issuer/tax-related share dispositions rather than open-market buying or selling.

Insider Trade Summary

383,284 shares exercised/converted

Mixed 6 txns

Insider Okuda Kentaro

Role See Remarks

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	57,800	$0.00	--
Exercise	Common Stock	57,800	$0.00	--
Tax Withholding	Common Stock	26,705	$7.71	$206K
Exercise	Notional Stock Units	325,484	$0.00	--
Exercise	Common Stock	325,484	$0.00	--
Disposition	Common Stock	325,484	$8.21	$2.67M

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 555,897 shares (Direct, null); Notional Stock Units — 483,714 shares (Direct, null)

Footnotes (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.

Key Figures

Total derivative exercises: 383,284 shares Notional Stock Units exercised: 325,484 units RSUs settled in shares: 57,800 shares +5 more

8 metrics

Total derivative exercises 383,284 shares Exercise of Notional Stock Units and Restricted Stock Units linked to Common Stock

Notional Stock Units exercised 325,484 units Vested April 1, 2026; settled in cash on April 24, 2026, no shares issued

RSUs settled in shares 57,800 shares Restricted Stock Units vested and delivered as Common Stock on April 27, 2026

Shares returned to issuer 325,484 shares Disposition to issuer at $8.21 per share on April 24, 2026

Shares withheld for taxes 26,705 shares Tax withholding related to RSU settlement at $7.71 per share on April 27, 2026

Post-transaction holdings 555,897 shares Common Stock directly owned by Kentaro Okuda after April 27, 2026 transactions

Issuer disposition price $8.21 per share Price for 325,484-share disposition, converted from yen using JPY159.84=US$1

Tax withholding price $7.71 per share Price for 26,705 withheld shares, converted from yen using JPY159.56=US$1

Key Terms

Notional Stock Units, Restricted Stock Units, tax withholding obligations, disposition to issuer, +1 more

5 terms

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""

derivative security financial

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

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

Form 4 Insider Transactions: What Each Field Means →

04/28/2026 - 08:20 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)
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⁽¹⁾	04/24/2026		M		325,484	A	⁽²⁾	823,581	D
Common Stock⁽¹⁾	04/24/2026		D		325,484	D	$8.21⁽³⁾	498,097	D
Common Stock⁽⁴⁾	04/27/2026		M		57,800	A	$0	555,897	D
Common Stock⁽⁵⁾	04/27/2026		F		26,705	D	$7.71⁽⁶⁾	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⁾	⁽²⁾	04/24/2026		M			325,484	⁽¹⁾	⁽⁷⁾	Common stock	325,484	$0	483,714	D
Restricted Stock Units⁽⁴⁾⁽⁸⁾	⁽⁸⁾	04/27/2026		M			57,800	⁽⁴⁾	⁽⁷⁾	Common stock	57,800	$0	0	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. 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:

Representative Executive Officer, President and Group CEO

	/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 did Nomura (NMR) director Kentaro Okuda report on this Form 4?

Kentaro Okuda reported exercising stock-based awards and related share dispositions. He exercised 383,284 derivative-linked shares, settled Notional Stock Units in cash, and managed tax withholding and issuer-related share returns, ending with 555,897 Common Stock shares held directly.

How many Nomura (NMR) shares does Kentaro Okuda hold after these transactions?

Following the reported transactions, Kentaro Okuda directly holds 555,897 shares of Nomura Holdings Common Stock. This reflects derivative exercises, a disposition to the issuer, and shares withheld for taxes tied to Restricted Stock Unit vesting.

Were any of Kentaro Okuda’s Nomura (NMR) transactions open-market sales or purchases?

The filing shows no open-market purchases or sales. Reported dispositions include 325,484 shares returned to the issuer and 26,705 shares withheld to cover tax obligations, alongside derivative exercises and cash settlement of Notional Stock Units.

What happened to Nomura (NMR) Notional Stock Units held by Kentaro Okuda?

Okuda’s 325,484 Notional Stock Units vested on April 1, 2026 and were settled in cash on April 24, 2026. Footnotes clarify each unit tracks the value of one Common Stock share, and no actual Nomura shares were issued for this settlement.

How were Nomura (NMR) Restricted Stock Units treated in Kentaro Okuda’s Form 4?

On April 27, 2026, 57,800 Restricted Stock Units vested and were settled in Nomura Common Stock on a one-for-one basis. In connection with this share delivery, 26,705 shares were withheld to satisfy tax withholding obligations on the vesting event.