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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.