Nomura Holdings, Inc. filings document the regulatory disclosures of a Japanese global financial services group and foreign private issuer. Form 6-K reports furnish U.S. GAAP consolidated results, financial summaries, segment data for Wealth Management, Investment Management, Wholesale and Banking, dividend actions and share repurchase activity.
The filing record also covers corporate governance reports, treasury-share dispositions for restricted stock units and performance share units, shelf registration matters and incorporation by reference into Form F-3 registration statements. Nomura's disclosures provide formal records on capital structure, executive compensation instruments, governance framework, risk and financial reporting for its consolidated operations.
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.