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  4. [Form 4] NOMURA HOLDINGS INC Insider Trading Activity

Nomura (NYSE: NMR) awards stock and cash-settled units to executive

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Ozaki Yukiko reported acquisition or exercise transactions in this Form 4 filing.

Nomura Holdings executive Yukiko Ozaki reported new equity-based compensation grants. On May 25, 2026, she received 84.183 shares of Common Stock at $8.21 per share, held in an officers' stock ownership plan.

She was also granted 1,343, 1,344 and 1,344 Notional Stock Units, each representing the right to receive cash equal to one share of Common Stock. These units are scheduled to be settled in cash based on Common Stock value around April 1, 2027, April 1, 2028, and April 1, 2029, respectively.

Following these awards, Ozaki directly holds 20,919 shares of Common Stock and 154.116 shares in the officers' stock ownership plan, along with multiple series of Notional Stock Units.

Positive

  • None.

Negative

  • None.
Insider Ozaki Yukiko
Role See Remarks
Type Security Shares Price Value
Grant/Award Notional Stock Units 1,344 $0.00 --
Grant/Award Notional Stock Units 1,344 $0.00 --
Grant/Award Notional Stock Units 1,343 $0.00 --
Grant/Award Common Stock 84.183 $8.21 $691.14
holding Common Stock -- -- --
Holdings After Transaction: Notional Stock Units — 1,344 shares (Direct, null); Common Stock — 154.116 shares (Indirect, Held in officers' stock ownership plan); Common Stock — 20,919 shares (Direct, null)
Footnotes (1)
  1. The reported price has been converted into U.S. dollars from Japanese yen using the JPY158.91 = US$1 as spot exchange rate on the Transaction Date, as reported by MUFG Bank, Ltd on May 25, 2026. Each Notional Stock Unit represents the right to receive cash equal in value to one share of Common Stock. No separate Expiration Date.
Common Stock grant 84.183 shares at $8.21 Award held in officers' stock ownership plan on May 25, 2026
Direct Common Stock holdings 20,919 shares Total direct holdings after transactions
Plan Common Stock holdings 154.116 shares Held in officers' stock ownership plan after award
Notional Stock Units grant 2029 1,343 units Cash-settled units exercisable around April 1, 2029
Notional Stock Units grant 2028 1,344 units Cash-settled units exercisable around April 1, 2028
Notional Stock Units grant 2027 1,344 units Cash-settled units exercisable around April 1, 2027
FX conversion rate JPY158.91 = US$1 Rate used to convert reported stock price on May 25, 2026
Notional Stock Units financial
"Each Notional Stock Unit represents the right to receive cash equal in value to one share of Common Stock."
officers' stock ownership plan financial
"Held in officers' stock ownership plan"
Grant, award, or other acquisition financial
"transaction_code_description: Grant, award, or other acquisition"
spot exchange rate financial
"using the JPY158.91 = US$1 as spot exchange rate on the Transaction Date"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Ozaki Yukiko
(Last)(First)(Middle)
13-1, NIHONBASHI 1-CHOME, CHUO-KU
(Street)
TOKYOJAPAN103-8645
(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)
Director10% Owner
XOfficer (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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock20,919D
Common Stock05/25/2026A84.183A$8.21(1)154.116IHeld in officers' stock ownership plan
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Notional Stock Units(2)(2)05/25/2026A1,34404/01/2027 (3)Common stock1,344$01,344D
Notional Stock Units(2)(2)05/25/2026A1,34404/01/2028 (3)Common stock1,344$02,688D
Notional Stock Units(2)(2)05/25/2026A1,34304/01/2029 (3)Common stock1,343$04,031D
Explanation of Responses:
1. The reported price has been converted into U.S. dollars from Japanese yen using the JPY158.91 = US$1 as spot exchange rate on the Transaction Date, as reported by MUFG Bank, Ltd on May 25, 2026.
2. Each Notional Stock Unit represents the right to receive cash equal in value to one share of Common Stock.
3. No separate Expiration Date.
Remarks:
CHRO (Chief Human Resources Officer) and CHO (Chief Health Officer)
/s/ Takashi Futaki, as Attorney-in-fact05/25/2026
** Signature of Reporting PersonDate
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 equity awards did Yukiko Ozaki receive at Nomura Holdings (NMR)?

Yukiko Ozaki received 84.183 Nomura Holdings Common Stock shares at $8.21 per share and three grants of Notional Stock Units totaling 1,343, 1,344 and 1,344 units. Each unit pays cash equal to one share’s value when settled.

How many Nomura Holdings shares does Yukiko Ozaki hold after this Form 4?

After these transactions, Yukiko Ozaki holds 20,919 Nomura Holdings Common Stock shares directly and 154.116 shares through an officers' stock ownership plan. She also holds several series of Notional Stock Units linked to the company’s Common Stock value.

What are Notional Stock Units in the Nomura Holdings (NMR) filing?

Notional Stock Units are cash-settled awards where each unit equals the cash value of one Nomura Holdings Common Stock share. Ozaki received three grants that will be settled in cash based on future share values on specified exercise dates.

When can Yukiko Ozaki’s Notional Stock Units linked to Nomura stock be exercised?

The Notional Stock Units reported for Yukiko Ozaki are scheduled around April 1 in 2027, 2028, and 2029. Each grant has an exercise date on those respective years, after which cash equal to Common Stock value becomes payable under the plan terms.

How was the Nomura Holdings stock price converted in this Form 4?

The reported $8.21 Nomura Holdings share price was converted from Japanese yen using an exchange rate of JPY158.91 per US$1. This spot rate was provided by MUFG Bank, Ltd as of May 25, 2026, the transaction date for the reported awards.