Nomura Hldgs SEC Filings

Nomura Holdings, Inc. (NMR) is offering US$1.0 billion of 7.000% Fixed-Rate Resetting Perpetual Subordinated Debt Securities. The notes will be issued on or about 1 July 2025 under a new subordinated indenture and will qualify as Additional Tier 1 (AT1) capital and external TLAC under Japanese regulation.

Key terms:

• Size: US$1,000,000,000 aggregate principal.
• Initial coupon: 7.000% per annum from 1 Jul 2025 to 14 Jan 2031, paid semi-annually on 15 Jan and 15 Jul (first payment 15 Jan 2026, long first period).
• Reset: Every five years from 15 Jan 2031 at U.S. Treasury Rate + 3.084%.
• Tenor: Perpetual; no fixed maturity and no investor put/right to accelerate.
• Ranking: Direct, unsecured, subordinated obligations; pari passu with other liquidation-parity liabilities and junior to senior indebtedness.
• Loss-absorption: Full or partial write-down after a Capital Ratio Event; full write-down after a Non-Viability or Bankruptcy Event.
• Discretionary interest: Nomura may cancel interest at its sole discretion; cancelled interest is non-cumulative and does not constitute default.
• Optional redemption: Issuer may redeem in whole (not part) on any reset date or upon certain tax/regulatory events at 100% of principal plus any unpaid, non-cancelled interest.
• Offer price: 100% of par; underwriting commission 1.000%; net proceeds before expenses US$990 million.
• Listing: In-principle approval granted for listing on the Singapore Exchange (SGX-ST).
• Settlement: Book-entry delivery via DTC, Euroclear and Clearstream on or about 1 Jul 2025.

The prospectus supplement highlights extensive risk factors, including discretionary interest cancellation, perpetual tenor, subordination, structural subordination to subsidiaries, and potential tax withholding for certain holders. Investors are directed to Risk Factors sections in the Form 20-F and the accompanying prospectus for full details.

Concurrent with this AT1 offering, Nomura priced (but is not offering herein) US$1.25 billion of senior TLAC notes (4.904% due 2030 and 5.491% due 2035) scheduled to settle on the same date.

Nomura Holdings announced pricing details for two senior fixed rate notes offerings:

First Offering:

• $750 million of 4.904% Senior Fixed Rate Notes due July 2030
• Issue price: 100% of principal
• Interest paid semi-annually starting January 2026
• Rating: Baa1 (Moody's) / BBB+ (S&P)

Second Offering:

• $500 million of 5.491% Senior Fixed Rate Notes due June 2035
• Issue price: 100% of principal
• Interest paid semi-annually starting December 2025
• Same credit ratings as first offering

Additionally, Nomura priced a concurrent offering of $1 billion in 7.000% Fixed Rate Resetting Perpetual Subordinated Debt Securities. All securities will be listed on Singapore Exchange. The offerings are led by multiple international financial institutions including Nomura Securities, BofA Securities, and Citigroup as joint lead managers.

Nomura Holdings, Inc. (NMR) is marketing a US$1.0 billion issue of 7.000% Fixed-Rate Resetting Perpetual Subordinated Debt Securities. The notes are unsecured, deeply subordinated and carry speculative-grade ratings of Ba3 (Moody’s) / BB (Fitch). They have no stated maturity; the first call/reset date is 15 January 2031, after which the coupon resets every five years to the 5-year U.S. Treasury yield plus 308.4 bp.

Interest is paid semi-annually, but Nomura may, and in some cases must, cancel interest at its discretion or to comply with Japanese regulatory capital-buffer rules. If the bank’s Consolidated CET1 ratio falls below 5.125%, the notes are subject to a permanent principal write-down (with potential write-up if capital recovers). The securities rank pari-passu with Nomura’s other AT1-style instruments, junior to senior debt and structurally subordinated to subsidiary liabilities. Settlement is scheduled for 1 July 2025 (T+5).

Nomura Holdings, Inc. (NYSE: NMR) has filed a Form 6-K summarizing the outcomes of its 121st Annual General Meeting of Shareholders held on 24 June 2025.

• Proposal 1 – Election of 12 Directors: All management-nominated directors were elected. Support ranged from 82.5 % for Kentaro Okuda to 99.0 % for Patricia Mosser, well above the simple-majority requirement.
• Proposal 2 – Shareholder amendment to change the trade name: Received only 4.4 % support, far below the two-thirds super-majority threshold, and was rejected.

The company explained that only votes for which explicit opinions could be confirmed were counted; unconfirmed ballots were excluded because the outcomes were already decisive. No financial data, operational updates, or strategic transactions were included in this filing, indicating that the report is limited to routine corporate-governance disclosures.

Nomura Holdings, Inc. (NMR) submitted a routine Form 6-K to notify investors that its Annual Report on Form 20-F for the fiscal year ended March 31 2025 was filed with the U.S. SEC on June 24 2025. The company provided a web link for immediate access to the full report. No financial results, strategic updates, or transaction details are disclosed in this notice; it is strictly an administrative filing confirming regulatory compliance. Contact information for investor relations was included.