Notional stock unit grants to Nomura (NMR) director Koji Nagai disclosed

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Nomura Holdings Inc. director Koji Nagai reported new equity-linked compensation and updated share holdings. On May 25, 2026, he received three grants of Notional Stock Units, each covering 95,055 units tied to Nomura common stock, with future exercise dates in 2027, 2028, and 2029.

Each Notional Stock Unit entitles him to cash equal to the value of one share of common stock, rather than actual shares. Following these awards, he reports direct ownership of 512,942 shares of common stock and a small additional indirect interest through an officers' stock ownership plan.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Nagai Koji

Role null

Type	Security	Shares	Price	Value
Grant/Award	Notional Stock Units	95,055	$0.00	--
Grant/Award	Notional Stock Units	95,055	$0.00	--
Grant/Award	Notional Stock Units	95,055	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Notional Stock Units — 383,162 shares (Direct, null); Common Stock — 0.294 shares (Indirect, Held in officers' stock ownership plan); Common Stock — 512,942 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.

Key Figures

Direct common shares held: 512,942 shares Indirect common shares held: 0.294 share Notional Stock Unit grant size: 95,055 units +4 more

7 metrics

Direct common shares held 512,942 shares Total shares following transaction, direct ownership

Indirect common shares held 0.294 share Held in officers' stock ownership plan

Notional Stock Unit grant size 95,055 units Each of three awards granted May 25, 2026

NSU exercise date 1 April 1, 2027 Exercise date for one 95,055-unit award

NSU exercise date 2 April 1, 2028 Exercise date for one 95,055-unit award

NSU exercise date 3 April 1, 2029 Exercise date for one 95,055-unit award

NSU conversion value 1 unit = 1 share value Each Notional Stock Unit equals cash value of one share

Key Terms

Notional Stock Units, Common Stock, grant/award acquisition, officers' stock ownership plan

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."

Common Stock financial

"Each Notional Stock Unit represents the right to receive cash equal in value to one share of Common Stock."

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

grant/award acquisition financial

"transaction_action": "grant/award acquisition""

officers' stock ownership plan financial

"nature_of_ownership": "Held in officers' stock ownership plan""

Form 4 Insider Transactions: What Each Field Means →

05/27/2026 - 06:05 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^*

Nagai Koji

(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
	Officer (give title below)	Other (specify below)

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								0.294	I	Held in officers' stock ownership plan
Common Stock								512,942	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		95,055		04/01/2027	⁽²⁾	Common stock	95,055	$0	383,162	D
Notional Stock Units⁽¹⁾	⁽¹⁾	05/25/2026		A		95,055		04/01/2028	⁽²⁾	Common stock	95,055	$0	478,217	D
Notional Stock Units⁽¹⁾	⁽¹⁾	05/25/2026		A		95,055		04/01/2029	⁽²⁾	Common stock	95,055	$0	573,272	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.

	/s/ Takashi Futaki, as Attorney-in-fact	05/26/2026
	** 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 Koji Nagai report at Nomura Holdings (NMR)?

Koji Nagai reported grants of Notional Stock Units and updated share holdings. On May 25, 2026, he received three separate awards of 95,055 Notional Stock Units linked to Nomura common stock, plus disclosed direct and indirect common share positions.

How many Nomura (NMR) common shares does Koji Nagai hold after this Form 4?

After the reported transactions, Koji Nagai holds 512,942 shares of Nomura common stock directly. He also reports an additional small indirect position of 0.294 share held through an officers' stock ownership plan, reflecting a largely direct ownership structure.

What are Notional Stock Units in Koji Nagai’s Nomura (NMR) filing?

The Notional Stock Units are cash-settled awards tied to Nomura’s common stock. Each unit gives the right to receive cash equal to one share’s value, rather than delivering actual shares, making them a form of equity-linked compensation for the director.

What were the sizes and dates of the Notional Stock Unit grants at Nomura (NMR)?

On May 25, 2026, Koji Nagai received three Notional Stock Unit awards, each covering 95,055 units. These awards have exercise dates on April 1, 2027, April 1, 2028, and April 1, 2029, aligning with a multi-year compensation structure.

Does the Nomura (NMR) Form 4 show Koji Nagai buying or selling stock in the market?

The Form 4 does not show open-market buying or selling of Nomura common stock. Instead, it reports compensation-related grants of Notional Stock Units and updated share balances, which are routine awards rather than discretionary market transactions.

Are Koji Nagai’s Notional Stock Units at Nomura (NMR) exercised immediately?

The Notional Stock Units are not exercised immediately. The filing lists exercise dates of April 1, 2027, April 1, 2028, and April 1, 2029, indicating deferred settlement timing for the cash payments linked to Nomura’s common stock value.