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Nomura America Finance, LLC is offering autocallable contingent coupon barrier notes due June 15, 2029, fully and unconditionally guaranteed by Nomura Holdings, Inc. The notes pay a contingent quarterly coupon of at least 3.00% (equivalent to at least 12.00% per annum) if each reference asset closes at or above 60.00% of its initial value on coupon observation dates. The notes are linked to the least performing common stock of Goldman Sachs (GS), Morgan Stanley (MS) and Wells Fargo (WFC). They are callable on or after December 14, 2026 if each reference asset is at or above its call barrier (100.00% of initial value). If not called and the least performing reference asset is below its barrier at maturity, principal is reduced one-for-one with that reference asset’s decline, risking up to 100% loss. The pricing models estimate an initial estimated value between $895.80 and $925.80 per $1,000 principal amount; public offering price is 100.00% of principal with agent commission up to 4.00%.
Kitamura Takumi reported acquisition or exercise transactions in this Form 4 filing.
Nomura Holdings Inc. officer Kitamura Takumi reported new equity-based compensation and updated holdings. On May 25, 2026, he received three grants of Notional Stock Units covering 28,029, 28,030 and 28,030 units, each linked to one share of common stock and payable in cash. These units are scheduled to deliver value on April 1, 2027, April 1, 2028, and April 1, 2029. Following these awards, he holds 144,534 common shares directly and 1,000 shares indirectly through his spouse, along with the reported notional units.
Kato Sotaro reported acquisition or exercise transactions in this Form 4 filing.
Nomura Holdings executive Kato Sotaro reported equity-related compensation in the form of cash-settled notional stock units and updated share holdings. He directly holds 62,774 shares of Common Stock. He also received three grants of Notional Stock Units of 27,655, 27,655 and 27,656 units, each representing the right to receive cash equal to one share of Common Stock and linked to future dates in 2027, 2028 and 2029.
NOMURA HOLDINGS INC officer Christopher Paul Willcox reported compensation-related equity activity. He received three grants of Notional Stock Units, each representing the right to receive cash equal in value to one share of Common Stock, with exercise dates on April 1, 2027, April 1, 2028, and April 1, 2029. These awards were recorded with transaction code A for grant or award acquisitions and carry a conversion price of $0.00 per unit. Willcox also reported direct ownership of 14,586 shares of Common Stock following the reported transactions.
Nomura Holdings executive Toshiyasu Iiyama reported new compensation awards linked to the company’s stock. He received three grants of Notional Stock Units on May 25, 2026, covering 66,543 units, 66,544 units, and 66,544 units, each tied to an equal number of underlying shares of common stock.
Each Notional Stock Unit represents the right to receive cash equal in value to one share of common stock, with scheduled exercise dates on April 1, 2029, April 1, 2028, and April 1, 2027. Following these equity-linked awards, Iiyama directly holds 301,656 shares of Nomura Holdings common stock, and no open-market purchases or sales were reported in this filing.
Nomura Holdings director Masahiro Ishizuka reported a compensation-related stock grant. He acquired 236.799 shares of Common Stock at $8.21 per share in a grant/award transaction held indirectly through an officers' stock ownership plan. After this grant, indirect holdings were 793.697 shares, and a separate holding entry shows 9,900 shares held directly.
Mori Takako reported acquisition or exercise transactions in this Form 4 filing.
Nomura Holdings executive Mori Takako reported new equity awards in the form of Restricted Stock Units (RSUs). On May 25, 2026, she received RSU grants covering 1,300, 1,400 and 1,400 units, each representing the right to receive one share of common stock.
The RSUs are scheduled to be deliverable in common stock on April 1, 2029, April 1, 2028 and April 1, 2027, respectively. Following these awards, Mori directly owns 22,925 shares of Nomura common stock, in addition to the reported RSU positions.
Nomura Holdings Inc. executive Akio Hori reported compensation-related equity awards in Common Stock and Restricted Stock Units. Hori received 764.785 shares of Common Stock at $8.2100 per share, held indirectly through an officers' stock ownership plan, bringing that indirect position to 919.938 shares.
He was also granted three awards of 800 Restricted Stock Units each, all with a conversion price of $0.0000 per unit and exercisable into Common Stock on April 1, 2027, April 1, 2028, and April 1, 2029. Following these grants, Hori directly holds 59,182 shares of Common Stock and 7,900 Restricted Stock Units, in addition to his indirect holdings.
Nomura Holdings Inc. officer Akihito Tobari reported new equity compensation awards. On May 25, 2026, he received 764.785 shares of Common Stock indirectly through an officers' stock ownership plan at $8.21 per share.
He was also granted three blocks of 3,200 Restricted Stock Units each, for a total of 9,600 RSUs, all at a $0 exercise price. Each RSU represents the right to receive one share of Common Stock, with scheduled exercise dates on April 1, 2027, April 1, 2028, and April 1, 2029.
After these awards, Tobari holds 104,966 shares of Common Stock directly, 934.841 shares indirectly through the officers' stock ownership plan, and 31,300 RSUs representing additional potential Common Stock, as reflected in this filing.
Koike Hiroyasu reported acquisition or exercise transactions in this Form 4 filing.
Nomura Holdings officer Koike Hiroyasu reported new equity compensation grants. On May 25, 2026, he received 772.713 shares of Common Stock at $8.21 per share through an officers' stock ownership plan and three separate grants of 800 Restricted Stock Units each, linked to future delivery of Common Stock through April 2029. After these transactions, his directly held Common Stock totaled 112,985 shares and his indirect plan holdings were 1,133.085 shares. These are compensation-related awards rather than open-market purchases or sales.