Nomura’s Sotaro Kato nets shares from RSU vesting

Nomura Holdings executive Sotaro Kato reported compensation-related stock activity involving vested awards and tax withholding.

Rhea-AI Filing Summary

Nomura Holdings executive Sotaro Kato reported compensation-related stock activity involving vested awards and tax withholding. On April 27, 2026, 42,300 Restricted Stock Units vested and were settled in shares of common stock, with 22,483 shares withheld at $7.71 per share to cover tax obligations.

On April 24, 2026, 35,736 Notional Stock Units vested and were settled entirely in cash, so no new shares were issued. Following these events, Kato directly held 62,774 shares of common stock, plus remaining balances of both Restricted Stock Units and Notional Stock Units.

Insider Trade Summary

78,036 shares exercised/converted

Exercise 6 txns

Insider Kato Sotaro

Role See Remarks

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	42,300	$0.00	$0.00
Exercise	Common Stock	42,300	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	22,483	$7.71	$173K
Exercise	Notional Stock Units	35,736	$0.00	$0.00
Exercise	Common Stock	35,736	$0.00	$0.00
Disposition	Common Stock	35,736	$8.21	$293K

Holdings After Transaction: Notional Stock Units — 41,435 contracts (Direct); Restricted Stock Units — 41,400 contracts (Direct); Common Stock — 62,774 shares (Direct)

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.

Key Figures

Shares withheld for taxes: 22,483 shares at $7.71 RSUs settled in shares: 42,300 Restricted Stock Units Notional Stock Units cash-settled: 35,736 Notional Stock Units +3 more

6 metrics

Shares withheld for taxes 22,483 shares at $7.71 Common Stock withheld on April 27, 2026 for tax obligations

RSUs settled in shares 42,300 Restricted Stock Units Vested April 1, 2026 and settled in shares on April 27, 2026

Notional Stock Units cash-settled 35,736 Notional Stock Units Vested April 1, 2026 and settled in cash on April 24, 2026

Common shares after transactions 62,774 shares Direct Nomura common stock holdings following April 27, 2026 settlements

Remaining Restricted Stock Units 41,400 units RSU balance following April 27, 2026 equity award settlement

Remaining Notional Stock Units 41,435 units Notional Stock Unit balance following April 24, 2026 cash settlement

Key Terms

Restricted Stock Units, Notional Stock Units, tax withholding obligations, Exercise or conversion of derivative security, +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.

Notional Stock Units financial

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

tax withholding obligations financial

"Shares were withheld to satisfy tax withholding obligations in connection with the settlement"

Exercise or conversion of derivative security financial

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

Disposition to issuer financial

"transaction_action":"issuer disposition","transaction_code_description":"Disposition to issuer"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/28/2026 - 07:41 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^*

Kato Sotaro

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	04/24/2026		M		35,736	A	(2)	78,693	D
Common Stock(1)	04/24/2026		D		35,736	D	$8.21(3)	42,957	D
Common Stock(4)	04/27/2026		M		42,300	A	$0	85,257	D
Common Stock(5)	04/27/2026		F		22,483	D	$7.71(6)	62,774	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)	(2)	04/24/2026		M			35,736	(1)	(7)	Common stock	35,736	$0	41,435	D
Restricted Stock Units(4)(8)	(8)	04/27/2026		M			42,300	(4)	(7)	Common stock	42,300	$0	41,400	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:

Executive Officer, CRO (Chief Risk Officer)

	/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)