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Nomura officer settles RSUs, withholds shares for tax

Nomura Holdings officer Toshiyasu Iiyama reported compensation-related stock transactions involving Common Stock and equity units.

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Nomura Holdings officer Toshiyasu Iiyama reported compensation-related stock transactions involving Common Stock and equity units. On April 27, 2026, 107,300 Restricted Stock Units converted into the same number of Common shares, with 49,450 shares withheld at $7.71 per share to cover tax obligations.

On April 24, 2026, 60,745 Notional Stock Units were settled in cash, linked to Common Stock valued at $8.21 per share, and 60,745 shares were disposed of to the issuer. After these transactions, Iiyama directly held 301,656 Common shares. No Notional Stock Units or Restricted Stock Units remain outstanding in this filing.

Positive

  • None.

Negative

  • None.
Insider Iiyama Toshiyasu
Role See Remarks
Type Security Shares Price Value
Exercise Restricted Stock Units 107,300 $0.00 $0.00
Exercise Common Stock 107,300 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 49,450 $7.71 $381K
Exercise Notional Stock Units 60,745 $0.00 $0.00
Exercise Common Stock 60,745 $0.00 $0.00
Disposition Common Stock 60,745 $8.21 $499K
Holdings After Transaction: Notional Stock Units — 105,629 contracts (Direct); Restricted Stock Units — 105,600 contracts (Direct); Common Stock — 301,656 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 JPY 159.84 = 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.
RSUs converted 107,300 units/shares Restricted Stock Units converting into Common Stock on April 27, 2026
Shares withheld for taxes 49,450 shares at $7.71 Tax withholding on RSU share settlement April 27, 2026
Notional Stock Units settled 60,745 units Cash-settled on April 24, 2026, no shares issued
Shares disposed to issuer 60,745 shares at $8.21 Disposition to issuer on April 24, 2026
Direct holdings after transactions 301,656 shares Common Stock held directly after April 27, 2026 activity
Derivatives remaining 0 units No Notional Stock Units or RSUs remaining in derivative summary
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.
Notional Stock Units financial
"Notional Stock Units vested on April 1, 2026 and were settled in cash on April 24, 2026"
tax withholding obligations financial
"Shares were withheld to satisfy tax withholding obligations in connection with the settlement of the Restricted Stock Units."
disposition to issuer financial
"transaction_action": "issuer disposition""
Exercise or conversion of derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""

FAQ

What did Nomura Holdings (NMR) officer Toshiyasu Iiyama report on this Form 4?
Toshiyasu Iiyama reported compensation-related equity activity, including conversions of Notional Stock Units and Restricted Stock Units into cash or Common shares, along with share dispositions to the issuer and tax withholding, rather than open-market purchases or sales.

How many Nomura Holdings (NMR) Restricted Stock Units did Toshiyasu Iiyama vest and convert?
Iiyama vested and converted 107,300 Restricted Stock Units into 107,300 shares of Nomura Holdings Common Stock. Each Restricted Stock Unit represented the right to receive one share upon settlement on April 27, 2026, following vesting on April 1, 2026.

How many Nomura Holdings (NMR) shares were withheld for taxes in this filing?
A total of 49,450 Nomura Holdings Common shares were withheld at $7.71 per share. These shares covered tax withholding obligations arising from the settlement of 107,300 Restricted Stock Units into Common Stock on April 27, 2026.

What happened to Toshiyasu Iiyama’s Notional Stock Units at Nomura Holdings (NMR)?
Iiyama’s 60,745 Notional Stock Units vested on April 1, 2026 and were settled in cash on April 24, 2026. Each unit represented cash equal to one Common share’s value, and no new shares were issued in that cash settlement.

How many Nomura Holdings (NMR) shares did Toshiyasu Iiyama dispose of to the issuer?
Iiyama disposed of 60,745 Nomura Holdings Common shares to the issuer at $8.21 per share. This disposition was reported with transaction code D, which indicates a transfer of shares back to the company rather than an open-market sale.

What is Toshiyasu Iiyama’s direct Common Stock holding in Nomura Holdings (NMR) after these transactions?
Following the reported transactions, Iiyama directly held 301,656 shares of Nomura Holdings Common Stock. This figure reflects the combination of RSU share settlement, tax withholding, and the disposition of shares to the issuer reported in the Form 4.

Were any Notional Stock Units or Restricted Stock Units left outstanding for Nomura Holdings (NMR)?
The filing shows derivative entries for Notional Stock Units and Restricted Stock Units that were vested and settled by late April 2026. The derivative summary is empty afterward, indicating no remaining Notional Stock Units or Restricted Stock Units in this report.

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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*
Iiyama Toshiyasu
(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)
04/24/2026		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 Stock(1)04/24/2026M60,745A(2)304,551D
Common Stock(1)04/24/2026D60,745D$8.21(3)243,806D
Common Stock(4)04/27/2026M107,300A$0351,106D
Common Stock(5)04/27/2026F49,450D$7.71(6)301,656D
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(1)(2)04/24/2026M60,745 (1) (7)Common stock60,745$0105,629D
Restricted Stock Units(4)(8)(8)04/27/2026M107,300 (4) (7)Common stock107,300$0105,600D
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 JPY 159.84 = 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, Deputy President, Chief of Staff and Head of China Committee
/s/ Takashi Futaki, as Attorney-in-fact04/28/2026
** 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