Nomura Hldgs SEC Filings

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.

Nomura America Finance is offering $500,000 of Senior Global Medium‑Term Notes, Series A—autocallable memory contingent coupon buffer notes linked to Freeport‑McMoRan (FCX) common stock—due October 14, 2026, fully and unconditionally guaranteed by Nomura Holdings. The price to public is 100.00%, agent’s commission 1.00%, and proceeds to the issuer $495,000. The estimated value at pricing is $987.70 per $1,000 principal amount.

The notes pay a 4.80% quarterly contingent coupon ($48 per $1,000) when FCX closes at or above the $28.27 coupon buffer (80% of the $35.34 initial value); unpaid coupons may be paid later if the barrier is met. They are automatically called if FCX is at or above $35.34 on or after January 8, 2026. If not called and FCX finishes below $28.27, principal is reduced with a 1.25x downside beyond a 20% buffer, up to total loss. The notes are unsecured, not FDIC‑insured, carry Nomura credit risk, have a $10,000 minimum, and will not be listed. JPMS LLC and JPMorgan Chase Bank, N.A. act as distribution agents; Nomura Securities International, Inc. is calculation agent.

Nomura America Finance amended its pricing supplement for a US$575,000 offering of Senior Global Medium‑Term Notes, Series A, Autocallable Memory Contingent Coupon Buffer Notes linked to NVIDIA Corporation common stock. The notes are fully and unconditionally guaranteed by Nomura Holdings.

The price to public is 100.00%, with a 1.00% agent’s commission and proceeds to issuer of $569,250. The estimated value at pricing is $992.30 per $1,000. Coupons are contingent and accrue at 4.338% quarterly (at least $43.38 per $1,000) if NVDA’s closing value is at or above the contingent coupon buffer of $153.19, which is 80.00% of the initial value of $191.49.

The notes automatically call if NVDA is at or above $191.49 on or after February 11, 2026, paying principal plus the applicable coupon and any previously unpaid coupons. If not called, maturity payment includes a 20.00% buffer; below the buffer, losses increase at a 1.25x downside leverage and can reach 100% of principal. The notes will not be listed. Minimum initial investment is $10,000; denominations are $1,000. Distribution agents include J.P. Morgan Securities LLC and JPMorgan Chase Bank, N.A.

Nomura America Finance, LLC, guaranteed by Nomura Holdings, Inc., filed a preliminary 424(b)(2) for Callable Contingent Coupon Index‑Linked Notes due 2027 tied to the S&P 500, Russell 2000, and NASDAQ‑100. The notes pay a contingent monthly coupon of $10.21 per $1,000 (1.021% monthly, up to approximately 12.25% per annum) only if each index closes at or above 70% of its initial level on the observation date.

The issuer may redeem the notes at par on any coupon payment date from February 6, 2026 through October 7, 2027, plus any coupon then due. If not redeemed, maturity payment depends on the least performing index: return of $1,000 if each final level is ≥ 70% of initial; otherwise $1,000 + ($1,000 × least performing index return), which can result in loss of principal up to 100%.

Key terms include expected trade date November 3, 2025, issue date November 6, 2025, determination date November 3, 2027, and maturity November 8, 2027. Estimated value is $950.70–$980.70 per $1,000, original issue price 100%, underwriting discount up to 0.75%, and net proceeds at least 99.25%. The notes are unsecured and not FDIC insured.

Nomura Holdings reported solid FY2025/26 2Q results. Net revenue was ¥515.5bn (-2% QoQ, +7% YoY), income before income taxes ¥136.6bn (-15% QoQ, +3% YoY), and net income ¥92.1bn (-12% QoQ). EPS was ¥30.49 and ROE 10.6%. QoQ profit decline reflected prior-quarter real estate gains, while ROE stayed within its 8–10%+ target range for a sixth straight quarter.

First half performance strengthened: income before income taxes reached ¥296.9bn (+26% YoY), net income ¥196.6bn (+18% YoY), EPS ¥64.53, and ROE 11.3%. Net revenue rose to ¥1,038.8bn (+11% YoY) with a cost coverage ratio of 71%. The company declared a half‑year dividend of ¥27 per share.

By segment in 2Q: Wealth Management net revenue ¥116.5bn, pre‑tax ¥45.5bn; Investment Management net revenue ¥60.8bn, pre‑tax ¥30.7bn with AuM at a record ¥101.2trn; Wholesale net revenue ¥279.2bn, pre‑tax ¥53.1bn as Equities hit a record; Banking net revenue ¥12.9bn, pre‑tax ¥3.2bn. The balance sheet showed total assets of ¥60.4trn, CET1 ratio 12.9%, Tier 1 ratio 15.1%, and LCR 216.5%.

Nomura Holdings (NMR) furnished a Form 6-K summarizing regulatory capital and liquidity metrics as of June 30, 2025. Common equity Tier 1 capital was 3,029.4 billion yen with a CET1 ratio of 13.23%. Tier 1 capital was 3,398.5 billion yen and the Tier 1 ratio was 14.85%. Total capital was 3,425.0 billion yen, supporting a consolidated capital adequacy ratio of 14.96%.

Risk-weighted assets totaled 22,883.7 billion yen, including credit risk-weighted assets of 12,556.5 billion yen, market risk equivalent assets of 6,622.9 billion yen, and operational risk equivalent assets of 3,704.1 billion yen. The consolidated leverage ratio was 4.83%. External TLAC ratios were 26.19% on a risk‑weighted assets basis and 9.56% on a leverage exposure basis.

Nomura Holdings reported second-quarter and first-half results. Q2 net revenue was 515.5 billion yen, down 2 percent from last quarter but up 7 percent year on year. Q2 income before income taxes was 136.6 billion yen, and net income attributable to shareholders was 92.1 billion yen, declining 12 percent quarter on quarter and 6 percent year on year.

For the six months to September, net revenue reached 1,038.8 billion yen, up 11 percent year on year. Income before income taxes rose 26 percent to 296.9 billion yen, and net income attributable to shareholders increased 18 percent to 196.6 billion yen. Management noted ROE was over 11 percent. Wealth Management posted record recurring revenue with a 70 percent cost coverage ratio; Investment Management assets under management hit 101.2 trillion yen; Wholesale pretax income climbed 43 percent year on year in the first half with record Equities revenues. Nomura declared a dividend of 27 yen per share to shareholders of record on September 30, 2025, payable on December 1, 2025.

Nomura Holdings (NMR) reported stronger first-half results. For the six months ended September 30, 2025, net revenue was ¥1,038.8 billion, up 10.8% year over year. Income before income taxes rose 25.8% to ¥296.9 billion, and net income attributable to shareholders increased 17.5% to ¥196.6 billion. Basic EPS was ¥66.54 and annualized return on shareholders’ equity reached 11.3%.

By segment, Wholesale net revenue grew 6.3% to ¥540.3 billion with income before taxes up 43.1% to ¥95.0 billion. Wealth Management was stable with net revenue of ¥222.3 billion and slightly lower profit. Investment Management net revenue rose 7.4% to ¥111.4 billion while profit declined 5.2%. Banking saw 9.5% net revenue growth but lower profit. “Other” benefited from gains related to an April 2025 Tokyo property sale. Total assets were ¥60,367.7 billion and total equity ¥3,608.7 billion as of September 30, 2025. A ¥27.00 per-share dividend was recorded at September 30. Nomura adopted ASU 2023-08 for crypto assets with no material impact and does not provide earnings forecasts.

Nomura America Finance, fully guaranteed by Nomura Holdings (NMR), priced US$1,000,000 of Autocallable Contingent Coupon Barrier Notes linked to the least performing of Halliburton (HAL) and MP Materials (MP), due October 28, 2027. The notes pay a 7.163% quarterly contingent coupon (28.65% per annum) of $71.625 per $1,000 when each stock closes on or above its coupon barrier on observation dates. The notes may be automatically called on or after April 23, 2026 if each stock is at or above its call barrier (100% of initial), returning principal plus the applicable coupon.

Initial values were $27.22 for HAL and $68.45 for MP; coupon and barrier levels are 60% of initial ($16.33 HAL, $41.07 MP). If not called and the least-performing stock finishes below its barrier at maturity, repayment is reduced 1-for-1 with the decline, up to full loss of principal. The estimated value is $877.10 per $1,000. Pricing terms: price to public 100%, agent’s commission 4%, and proceeds to issuer $960,000. The notes are unsecured, unlisted, and subject to Nomura’s credit risk.