Nomura Hldgs SEC Filings

Nomura America Finance, guaranteed by Nomura Holdings, is issuing $100,000 of autocallable contingent coupon barrier notes linked to Tesla, Inc. (TSLA), maturing on November 27, 2028. The notes pay a 4.50% quarterly contingent coupon (18.00% per annum) only if TSLA’s closing price on each observation date is at least 60% of the initial value of $391.09.

Starting May 21, 2026, the notes are automatically called at par plus the coupon if TSLA is at or above the call barrier level of $391.09 (100% of initial) on a call observation date. If the notes are not called and TSLA’s final value is below the barrier value of $234.65 (60% of initial), investors are fully exposed to TSLA’s decline on a 1‑for‑1 basis and can lose up to their entire principal at maturity.

The notes are unsecured obligations, not FDIC insured, and will not be listed on any exchange. The price to public is 100.00%, with a 4.00% agent’s commission, resulting in 96.00% proceeds to the issuer. The estimated value is $938.00 per $1,000 principal amount at pricing, reflecting structuring and distribution costs.

Nomura America Finance, LLC, guaranteed by Nomura Holdings, Inc., is offering unsecured Autocallable Contingent Coupon Barrier Notes linked to Target Corporation common stock, maturing on December 20, 2028. The notes pay a contingent quarterly coupon of at least 2.5875% (10.35% per year) per $1,000 only if Target’s share price is at or above a barrier set at 60% of its initial value on each observation date. The notes may be automatically called starting June 15, 2026 if Target’s stock is at or above 100% of its initial value, in which case investors receive principal plus the applicable coupon.

If the notes are not called and Target’s final share value is below the 60% barrier, repayment of principal is reduced 1-for-1 with the stock’s decline, and investors can lose up to their entire investment. The estimated value at pricing is expected to be between $890.80 and $920.80 per $1,000, below the 100% issue price. An affiliate, Nomura Securities International, Inc., acts as distribution agent, with commissions up to 4.50% and proceeds to the issuer of at least 95.50% of principal. The notes are not FDIC insured and will not be listed on any securities exchange.

Nomura America Finance, LLC, fully guaranteed by Nomura Holdings, Inc., is offering autocallable contingent coupon barrier notes linked to Intel Corporation common stock, maturing on December 20, 2028. Each $1,000 note pays a quarterly contingent coupon of at least 3.50% (at least 14.00% per annum) only if Intel’s share price is at or above 60.00% of its initial value on each observation date.

The notes can be automatically called starting June 15, 2026 if Intel is at or above 100.00% of its initial value, in which case investors receive principal plus the applicable coupon. If the notes are not called and Intel ends below the 60.00% barrier on the final valuation date, repayment of principal is reduced 1-for-1 with the share decline, up to a total loss of the $1,000 principal. The notes are unsecured obligations, priced at 100.00% of principal with up to 4.50% in selling commissions, and have an estimated initial value between $890.40 and $920.40 per $1,000.

Nomura Holdings filed a Form 6-K presenting semi-annual results for the six months ended September 30, 2025. Net revenue rose to ¥1,038.8 billion from ¥937.8 billion a year earlier, and income before income taxes increased to ¥296.9 billion. Net income attributable to shareholders was ¥196.6 billion, lifting basic earnings per share to ¥66.54.

Wholesale led growth with net revenue of ¥540.3 billion, supported by stronger equities in Global Markets, while Wealth Management held steady at ¥222.3 billion and Investment Management reached ¥111.4 billion. A newly reported Banking segment delivered ¥25.7 billion of net revenue. Client assets in Wealth Management were ¥162.3 trillion and assets under management were ¥101.2 trillion.

Nomura agreed to acquire Macquarie asset management entities for about $1.8 billion (approximately ¥278.9 billion) in cash, expected to close by the end of December 2025 subject to regulatory approvals. The liquidity portfolio stood at ¥10,877.6 billion and cash from operating activities was an inflow of ¥942.8 billion. Total assets were ¥60,367.7 billion and NHI shareholders’ equity ¥3,485.3 billion, with a common equity Tier 1 ratio of 13.00% and an external TLAC ratio of 26.62% of risk-weighted assets.

Nomura Holdings Inc. (NMR) filed a Form 13F-HR disclosing its institutional equity holdings. The report lists 2,495 information table entries with an aggregate reported value of $64,565,684,446.

The filing is a 13F Holdings Report, indicating all reportable positions are included. It also identifies 3 other included managers associated with the report. This is a routine quarterly disclosure of U.S. equity positions by a large institutional manager.

Nomura Holdings (NMR) filed a monthly share buyback update. The report covers October 2025 and shows no repurchases during the month under the board authorization dated April 25, 2025 (repurchase period from May 15, 2025 to December 30, 2025).

As of October 31, 2025, Nomura had repurchased 66,790,900 common shares for an aggregate 59,999,913,930 JPY. The filing lists progress of share repurchase at 66.8% (shares) and 100.0% (amount). During the month, the company disposed of 111,064 treasury shares in total, mainly from exercise of stock acquisition rights (111,000 shares; 62,811,000 JPY).

As additional context, total issued shares were 3,163,562,601 and treasury shares were 229,465,317 as of October 31, 2025.

Nomura America Finance priced US$20,000,000 Step-Down Autocallable Barrier Notes linked to the least performing of the S&P 500 (SPX) and Russell 2000 (RTY), due November 9, 2027, and fully and unconditionally guaranteed by Nomura Holdings. The notes are unsecured, bear no interest, and will not be listed.

The price to public is 100% of principal; agent’s commission is 0.45%, for issuer proceeds of 99.55% (US$19,910,000). The estimated value at pricing is $986.40 per $1,000. Automatic call occurs if the closing value of each index meets its call barrier on any observation date: on November 18, 2026 the barrier is 100% with a 10.10% call premium; on the final valuation date (November 4, 2027) the barrier is 70% with a 20.20% premium. Initial values: SPX 6,771.55; RTY 2,427.337; barrier values: SPX 4,740.09; RTY 1,699.136. If not called, maturity payment equals $1,000 plus $1,000 times the performance of the least performing index, which can result in up to a 100% loss of principal.

Nomura Holdings (NMR) filed a Form 6-K with financial highlights for the six months ended September 30, 2025. Net revenue was ¥1,038.8 billion, up 10.8% year over year, while non-interest expenses rose 5.7% to ¥741.9 billion. Income before income taxes reached ¥296.9 billion and net income attributable to shareholders was ¥196.6 billion. Basic EPS was ¥66.54 and diluted EPS was ¥64.53. Return on shareholders’ equity was 11.3%.

By segment, Wealth Management was broadly flat on revenue. Investment Management revenue rose 7.4% but pretax income declined 5.2%. Wholesale revenue increased 6.3% with pretax income up 43.1%, as Equities grew 21.0% and Fixed Income dipped 2.6%. Banking revenue rose 9.5% with lower pretax income. “Other” recorded ¥137.5 billion of net revenue and ¥56.9 billion of pretax income, primarily from the April 2025 sale of land and buildings. Value at Risk was ¥4.9 billion, a 28.9% increase versus March 31, 2025. Headcount was 27,876.

Nomura America Finance amended the pricing terms for a US$3,585,000 offering of Senior Global Medium‑Term Notes, Series A—Autocallable Memory Contingent Coupon Buffer Notes linked to Alphabet Inc. Class A stock. The notes are unsecured obligations of the issuer and are fully and unconditionally guaranteed by Nomura Holdings, Inc. Price to public is 100.00%, agent’s commission 1.00%, and proceeds to issuer 99.00% ($3,549,150). The estimated value at trade date is $989.40 per $1,000.

The notes pay a 4.425% quarterly contingent coupon ($44.25 per $1,000) if GOOGL closes at or above $211.50 (90% of the initial value $235.00) on an observation date. They are autocallable if GOOGL is at or above $235.00 on observation dates starting December 18, 2025, returning principal plus the coupon and any previously unpaid coupons. If not called, the notes mature September 23, 2026. If the final value is below $211.50, repayment is reduced with downside beyond the 10% buffer at approximately 1.11111x, up to a total loss of principal. The notes will not be listed; minimum denomination is $1,000. J.P. Morgan entities act as distribution agents; Nomura Securities International, Inc. is calculation agent.