Nomura executive settles awards, adjusts holdings

Nomura Holdings officer Christopher Paul Willcox reported several compensation-related share movements.

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Rhea-AI Filing Summary

Nomura Holdings officer Christopher Paul Willcox reported several compensation-related share movements. On April 24, 2026, 1,361,548 Notional Stock Units tied to the value of common stock vested and were settled in cash, with no shares issued, alongside a corresponding derivative exercise and disposition to the issuer at $8.21 per share equivalent.

On April 27, 2026, 9,900 Restricted Stock Units vested and were settled in common shares, with 5,054 shares withheld to cover tax obligations at an equivalent price of $7.71 per share. Following these transactions, Willcox directly held 14,586 shares of Nomura common stock.

Insider Trade Summary

1,371,448 shares exercised/converted

Exercise 6 txns

Insider Willcox Christopher Paul

Role See Remarks

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	9,900	$0.00	$0.00
Exercise	Common Stock	9,900	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	5,054	$7.71	$39K
Exercise	Notional Stock Units	1,361,548	$0.00	$0.00
Exercise	Common Stock	1,361,548	$0.00	$0.00
Disposition	Common Stock	1,361,548	$8.21	$11.18M

Holdings After Transaction: Notional Stock Units — 1,240,433 contracts (Direct); Restricted Stock Units — 0 contracts (Direct); Common Stock — 14,586 shares (Direct)

Footnotes (8)

F1. Notional Stock Units vested on April 1, 2026 and were settled in cash on April 24, 2026. No shares were issued.
F2. Each Notional Stock Unit represents the right to receive cash equal in value to one share of Common Stock.
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.
F4. Restricted Stock Units vested on April 1, 2026 and were settled in shares on April 27, 2026
F5. Shares were withheld to satisfy tax withholding obligations in connection with the settlement of the Restricted Stock Units.
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.
F7. No separate Expiration Date.
F8. Each Restricted Stock Unit represents the right to receive one share of Common Stock.

Key Figures

Notional Stock Units settled: 1,361,548 units Cash-settled reference price: $8.21 per share equivalent Restricted Stock Units vested: 9,900 units +4 more

7 metrics

Notional Stock Units settled 1,361,548 units Vested April 1, 2026 and settled in cash on April 24, 2026

Cash-settled reference price $8.21 per share equivalent Disposition to issuer on April 24, 2026 from yen-converted price

Restricted Stock Units vested 9,900 units RSUs vested April 1, 2026 and settled in shares April 27, 2026

Shares withheld for taxes 5,054 shares Tax withholding on RSU settlement at $7.71 per share equivalent

Shareholding after transactions 14,586 shares Direct Nomura common stock holdings following April 27, 2026 events

FX rate April 24, 2026 JPY159.84 = US$1 Used to convert transaction price for common stock disposition

FX rate April 27, 2026 JPY159.56 = US$1 Used to convert transaction price for RSU-related tax withholding

Key Terms

Notional Stock Units, Restricted Stock Units, tax withholding obligations, disposition to issuer, +1 more

5 terms

Notional Stock Units financial

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

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.

tax withholding obligations financial

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

disposition to issuer financial

"transaction_action": "issuer disposition""

derivative security financial

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

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Christopher Paul Willcox report in this Nomura (NMR) Form 4?

He reported vesting and settlement of Notional Stock Units in cash and Restricted Stock Units in shares. The filing reflects compensation-related exercises, a disposition to the issuer, and tax withholding, rather than open-market buying or selling of Nomura common stock.

How many Notional Stock Units did the Nomura (NMR) officer settle?

Willcox settled 1,361,548 Notional Stock Units on April 24, 2026. Each unit represented the right to receive cash equal in value to one share of Nomura common stock, and the units were vested and settled entirely in cash, with no new shares issued.

Were new Nomura (NMR) shares issued from the Notional Stock Units?

No new shares were issued from the 1,361,548 Notional Stock Units. The footnotes specify these units vested on April 1, 2026 and were settled in cash on April 24, 2026, with each unit delivering cash equal to one share’s value.

What happened to the Restricted Stock Units held by the Nomura (NMR) officer?

9,900 Restricted Stock Units vested on April 1, 2026 and were settled in common shares on April 27, 2026. Each unit converted into one share of Nomura common stock, with a portion of the resulting shares withheld to satisfy tax obligations.

How many Nomura (NMR) shares were withheld for taxes in this Form 4?

The filing shows 5,054 Nomura common shares withheld for tax obligations. This tax-withholding disposition occurred in connection with the settlement of 9,900 Restricted Stock Units, using an equivalent per-share price of $7.71 converted from Japanese yen.

What is Christopher Paul Willcox’s Nomura (NMR) shareholding after these transactions?

After the reported compensation events and tax withholding, Willcox directly held 14,586 Nomura common shares. This figure reflects the net position following the RSU share issuance, the tax-withholding disposition, and earlier cash-settled Notional Stock Unit activity.

How were the Nomura (NMR) transaction prices converted in this filing?

Reported prices were converted from Japanese yen to U.S. dollars using MUFG Bank, Ltd spot rates. For April 24, 2026, JPY159.84 equaled US$1, and for April 27, 2026, JPY159.56 equaled US$1, providing the equivalent dollar prices disclosed in the Form 4.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 04/28/2026 - 08:56 AM EDT

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^*

Willcox Christopher Paul

(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⁽¹⁾	04/24/2026		M		1,361,548	A	⁽²⁾	1,371,288	D
Common Stock⁽¹⁾	04/24/2026		D		1,361,548	D	$8.21⁽³⁾	9,740	D
Common Stock⁽⁴⁾	04/27/2026		M		9,900	A	$0	19,640	D
Common Stock⁽⁵⁾	04/27/2026		F		5,054	D	$7.71⁽⁶⁾	14,586	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⁾	⁽²⁾	04/24/2026		M			1,361,548	⁽¹⁾	⁽⁷⁾	Common stock	1,361,548	$0	1,240,433	D
Restricted Stock Units⁽⁴⁾⁽⁸⁾	⁽⁸⁾	04/27/2026		M			9,900	⁽⁴⁾	⁽⁷⁾	Common stock	9,900	$0	0	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, Deputy President, Head of Wholesale and Chairman of Investment 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