Nomura (NMR) executive settles 17,100 RSUs and withholds 6,602 shares for tax

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Nomura Holdings Inc. executive Akihito Tobari reported routine equity compensation activity. On April 27, 2026, 17,100 Restricted Stock Units that had vested on April 1, 2026 were settled into an equal number of common shares.

To cover tax obligations on this settlement, 6,602 common shares were withheld rather than sold in the market. Following these transactions, Tobari directly holds 111,568 common shares and 21,700 remaining Restricted Stock Units. On April 24, 2026, he also acquired 73.682 common shares indirectly through an officers' stock ownership plan, bringing that indirect plan balance to 170.056 shares.

Insider Trade Summary

17,100 shares exercised/converted

Mixed 4 txns

Insider Tobari Akihito

Role See Remarks

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	17,100	$0.00	--
Exercise	Common Stock	17,100	$0.00	--
Tax Withholding	Common Stock	6,602	$7.71	$51K
Grant/Award	Common Stock	73.682	$8.41	$619.67

Holdings After Transaction: Restricted Stock Units — 21,700 shares (Direct, null); Common Stock — 111,568 shares (Direct, null); Common Stock — 170.056 shares (Indirect, Held in officers' stock ownership plan)

Footnotes (1)

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. Each Restricted Stock Unit represents the right to receive one share of Common Stock. No separate Expiration Date.

Key Figures

RSUs settled: 17,100 Restricted Stock Units Shares withheld for tax: 6,602 common shares Direct common shares after transactions: 111,568 shares +4 more

7 metrics

RSUs settled 17,100 Restricted Stock Units Vested April 1, 2026 and settled in shares April 27, 2026

Shares withheld for tax 6,602 common shares Withheld to satisfy tax obligations on RSU settlement

Direct common shares after transactions 111,568 shares Direct ownership following April 27, 2026 transactions

Remaining RSU holdings 21,700 Restricted Stock Units RSU balance after reported exercise and settlement

Indirect plan shares after award 170.056 common shares Held in officers' stock ownership plan after 73.682-share award

Tax-withheld share price <money>$7.71</money> per share Common stock price converted from JPY using JPY159.56 = US$1

Plan award share price <money>$8.41</money> per share Common stock price converted from JPY using JPY159.84 = US$1

Key Terms

Restricted Stock Units, tax withholding obligations, officers' stock ownership plan, spot exchange rate, +1 more

5 terms

Restricted Stock Units financial

"Restricted Stock Units vested on April 1, 2026 and were settled in shares on April 27, 2026."

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 of the Restricted Stock Units."

officers' stock ownership plan financial

"Held in officers' stock ownership plan"

spot exchange rate financial

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

Exercise or conversion of derivative security financial

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

Form 4 Insider Transactions: What Each Field Means →

04/28/2026 - 06:51 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^*

Tobari Akihito

(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)
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	04/24/2026		A		73.682	A	$8.41⁽¹⁾	170.056	I	Held in officers' stock ownership plan
Common Stock⁽²⁾	04/27/2026		M		17,100	A	$0	111,568	D
Common Stock⁽³⁾	04/27/2026		F		6,602	D	$7.71⁽⁴⁾	104,966	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)
Restricted Stock Units⁽²⁾⁽⁵⁾	⁽⁵⁾	04/27/2026		M			17,100	⁽²⁾	⁽⁶⁾	Common stock	17,100	$0	21,700	D

Explanation of Responses:

1. 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.

2. Restricted Stock Units vested on April 1, 2026 and were settled in shares on April 27, 2026.

3. Shares were withheld to satisfy tax withholding obligations in connection with the settlement of the Restricted Stock Units.

4. 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.

5. Each Restricted Stock Unit represents the right to receive one share of Common Stock.

6. No separate Expiration Date.

Remarks:

Head of Wealth Management

	/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 insider transactions did Nomura (NMR) executive Akihito Tobari report?

Akihito Tobari reported RSU settlement, tax withholding, and a small share award. 17,100 Restricted Stock Units converted into common shares, 6,602 shares were withheld for taxes, and 73.682 additional shares were acquired via an officers' stock ownership plan.

Did the Nomura (NMR) Form 4 show an open-market stock sale?

The filing did not show an open-market sale. Instead, 6,602 shares of common stock were withheld to satisfy tax obligations tied to RSU settlement, which is a non-market tax-withholding disposition rather than a discretionary sale into the market.

How many Nomura (NMR) shares does Akihito Tobari hold after these transactions?

After the reported transactions, Akihito Tobari directly holds 111,568 shares of common stock and 21,700 Restricted Stock Units. He also has an indirect position of 170.056 common shares held through an officers' stock ownership plan structure.

What Restricted Stock Unit activity was disclosed in the Nomura (NMR) Form 4?

The Form 4 shows 17,100 Restricted Stock Units vested on April 1, 2026 and were settled into 17,100 common shares on April 27, 2026. Each RSU represents the right to receive one share of Nomura common stock upon settlement.

How were tax obligations handled in Akihito Tobari’s Nomura (NMR) equity settlement?

Tax obligations were satisfied by withholding shares rather than cash. Specifically, 6,602 common shares were withheld in connection with the RSU settlement, as disclosed, to cover tax withholding requirements associated with the vesting and share delivery.

What is the nature of Akihito Tobari’s indirect holdings in Nomura (NMR)?

His indirect holdings arise from participation in an officers' stock ownership plan. On April 24, 2026, he acquired 73.682 common shares through this plan, bringing his total indirect balance in the plan to 170.056 common shares of Nomura.