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) filed a Form 6-K on 24 June 2025 announcing the slate of directors confirmed at its Annual General Meeting and the executive officers appointed at the subsequent Board meeting. Koji Nagai continues as Chairman of the Board, while Kentaro Okuda remains Group CEO and Representative Executive Officer. The board retains a strong independent profile, with eight outside directors and specialised committee assignments for audit, risk, nomination and compensation oversight.
Notable governance additions include former U.S. Treasury official Nellie Liang as a new outside director and member of the Board Risk Committee, reinforcing international regulatory expertise. On the management side, Hiroyuki Moriuchi is promoted to Chief Financial Officer, signalling a refresh of the finance function. Key risk and transformation roles remain with Sotaro Kato (CRO, New York-based) and Takumi Kitamura (Chief Transformation Officer). No financial or strategic guidance, earnings data, or transaction details accompanied the filing; the document is limited to personnel changes that take immediate effect.
While the appointments suggest continuity at the top and incremental strengthening of risk governance, the absence of quantitative performance commentary limits direct assessment of financial impact. Investors may view the expanded international regulatory expertise and clarified senior finance leadership as modest positives for governance and operational execution.
Nomura Holdings, Inc. (NMR) filed a Form 6-K providing its consolidated capitalization and indebtedness as of March 31, 2025.
- Short-term borrowings: ¥1,117,292 million
- Long-term borrowings: ¥13,373,678 million
- Total debt: ¥14,490,970 million
- NHI shareholders’ equity: ¥3,470,879 million after treasury stock
- Total equity (incl. non-controlling interests): ¥3,580,999 million
- Total capitalization & indebtedness: ¥18,071,969 million
- Guarantee commitments: ¥4,939,056 million in standby letters of credit and other guarantees
The filing states that no material change has occurred in these figures since March 31, 2025. The data are also incorporated by reference into two outstanding Form F-3 shelf registration statements (Nos. 333-283915 and 333-273353).
Nomura Holdings, Inc. (NMR) has filed a preliminary prospectus supplement (Form 424B5) for an upcoming issuance of U.S. dollar-denominated senior fixed-rate notes. The notes will be issued under the January 16, 2020 senior debt indenture and are intended to qualify as total loss-absorbing capacity (TLAC) debt under Japanese regulations. The filing is preliminary: key economic terms such as aggregate principal amount, coupon rate, offering price and underwriting spread are still blank, signalling that pricing has not yet been finalised.
The securities will be direct, unconditional, unsubordinated and unsecured obligations ranking pari passu with Nomura’s other senior debt. Interest will be paid semi-annually, and the issuer retains a call option only upon adverse changes in Japanese tax law; there is no sinking fund. Settlement will occur solely in book-entry form through DTC, Euroclear and Clearstream, with minimum denominations of US$200,000 plus US$1,000 increments.
Nomura, BofA Securities and Citigroup are acting as joint lead managers and bookrunners, and application has been made to list the notes on the Singapore Exchange (SGX-ST). The offer is accompanied by a concurrent but separate benchmark-sized perpetual subordinated AT1 transaction that will also serve TLAC purposes. The prospectus re-emphasises extensive selling restrictions in Japan and the EEA and details withholding-tax considerations for non-Japanese holders.
Investors are directed to multiple risk-factor sections in the accompanying documents and to Nomura’s latest Form 20-F. Neither the SEC nor other regulators have yet approved the securities.
Offering Overview
Nomura Holdings, Inc. has filed a preliminary Rule 424(b)(5) prospectus supplement to issue one or more series of Fixed-Rate Resetting Perpetual Subordinated Debt Securities. The securities are perpetual, unsecured, deeply subordinated obligations that the issuer intends to treat as Additional Tier 1 (AT1) capital and external TLAC under Japanese regulation. All economic terms—including initial coupon, reset spread and issue size—are still blank and will be finalized at pricing.
Key Structural Features
- Fixed coupon until the first reset; thereafter the coupon resets every five years to the then-current U.S. Treasury rate plus a spread.
- Interest payments are fully discretionary and non-cumulative; cancellation is neither an event of default nor accelerates principal.
- Partial write-down upon a Capital Ratio Event and full write-down upon a Non-Viability or Bankruptcy Event.
- Issuer call option, in whole only, on each reset date and upon certain tax or regulatory events at 100% of principal plus unpaid, non-cancelled interest.
- Ranks junior to senior indebtedness, pari passu with other liquidation-parity liabilities, and is structurally subordinated to subsidiary liabilities.
Distribution & Listing
Nomura and J.P. Morgan are joint bookrunners. An application for listing on the Singapore Exchange has received in-principle approval. Settlement will be through DTC, Euroclear and Clearstream on or about an unspecified 2025 date.
Risk Highlights
- Perpetual maturity and discretionary coupon create cash-flow uncertainty.
- Write-down triggers impose equity-like loss-absorption.
- Extensive selling restrictions and potential Japanese withholding tax apply.
Prospective investors should review the detailed risk factors in Nomura’s Form 20-F, the accompanying prospectus and pages S-13 onward of this supplement.
Nomura Holdings, Inc. has filed a Form 6-K announcing that it will release operating results for the first quarter of the fiscal year ending 31 March 2026 on 29 July 2025 at 15:30 JST.
Management will host a live audio webcast the same day at 18:30 JST (10:30 BST / 05:30 EDT) via the company website, where financial statements and presentation materials will be published shortly after the release. The filing also lists investor-relations contact details and provides a brief corporate profile. No financial data, guidance, or strategic updates are included in this document.