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 America Finance, LLC, fully guaranteed by Nomura Holdings, Inc., is offering $1,535,000 of unsecured Senior Global Medium-Term Notes, Series A, in the form of issuer redeemable contingent coupon barrier notes linked to the least performing of the S&P 500, Russell 2000 and Nasdaq-100 indexes, maturing on January 19, 2029.
The notes pay a 0.8875% monthly contingent coupon (10.65% per annum) of $8.875 per $1,000 principal only if on each observation date all three indexes are at or above 70% of their initial values; otherwise no coupon is paid and investors may receive no income over the term. At maturity, if not called and the worst index remains at or above its 70% barrier, holders receive $1,000 per note plus the final coupon, but if the worst index finishes below its barrier, repayment is reduced 1-for-1 with the index loss, up to a total loss of principal.
The issuer may redeem the notes at its option on specified monthly dates starting January 19, 2027, paying principal plus any due coupon. The price to the public is 100% of principal, with a 0.25% selling commission and 99.75% proceeds to the issuer, and the estimated value at pricing is $978.70 per $1,000. The notes are not bank deposits, are not FDIC insured, will not be listed on any exchange, and depend on Nomura’s creditworthiness.
Nomura America Finance, fully guaranteed by Nomura Holdings, is issuing $1,000,000 of senior unsecured leveraged notes linked to the S&P 500 Futures Excess Return Index, maturing on January 20, 2032. The notes are principal-protected at maturity and pay no interest. At maturity, investors receive $1,000 per note plus 161% of any positive index performance; if the index is flat or down, they receive only their $1,000 principal.
The price to the public is 100% of principal, while the estimated value on the trade date is $990.40 per $1,000, reflecting fees, hedging and funding costs. The notes are subject to Nomura’s credit risk, are not FDIC insured, and will not be listed on any exchange, so secondary market liquidity may be limited. Performance depends on E-mini S&P 500 futures, including futures market dynamics such as contango, backwardation, and financing costs.
Nomura America Finance, LLC is offering $6.691 million of unsecured, index-linked notes guaranteed by Nomura Holdings, Inc. The notes pay a contingent monthly coupon of $9.875 per $1,000 face amount (0.9875% monthly, up to 11.85% per year) only when the S&P 500, Russell 2000 and Nasdaq-100 are each at or above 70% of their initial levels on the relevant observation date.
The notes can be automatically called starting April 2026 if each index is at or above its initial level, in which case investors receive $1,000 plus the coupon. If the notes are not called and, on the January 16, 2029 determination date, the worst-performing index is at or above 70% of its initial level, investors receive full principal back; otherwise, repayment is reduced one-for-one with the decline in that index, down to a possible total loss.
The notes’ estimated value at pricing is $983.10 per $1,000, below the issue price, reflecting dealer compensation and hedging costs. Net proceeds are $6,657,545 after a 0.50% underwriting discount. Investors face Nomura credit risk, may receive no coupons, have no equity upside beyond par plus coupons, and may find limited secondary market liquidity.
Nomura Holdings, Inc. reported that its Executive Management Board approved the disposition of treasury shares as stock awards under its Restricted Stock Unit (RSU) plan for directors, executive officers, and employees of the company and its subsidiaries. The awards will be settled by disposing of treasury stock in exchange for monetary compensation claims after deferral periods of roughly one to four years from the decision date.
The plan covers multiple RSU series, including RSU No.57 with 2,221,816 shares and RSU No.58 with 1,660,632 shares of common stock to be allotted to hundreds of group executives and employees. For all RSU series, the disposition price is set at 1,492 yen per share, equal to the closing price on the Tokyo Stock Exchange on January 15, 2026, which the company determined to be a reasonable market-based price that does not constitute a favorable offering.
Nomura America Finance, LLC, guaranteed by Nomura Holdings, Inc., is offering callable contingent coupon index-linked notes due 2028 tied to the S&P 500, Russell 2000 and Nasdaq-100 indices. Each $1,000 note can pay a monthly coupon of $10.25 (1.025% monthly, up to 12.30% per year) if on each observation date all three indices are at or above 70% of their initial level; otherwise no coupon is paid.
At maturity, if the notes have not been redeemed and every index is at or above its 70% trigger buffer, investors receive $1,000 per note plus any final coupon. If any index finishes below its trigger buffer, the payoff is reduced one-for-one with the loss of the worst index, and investors can lose their entire principal.
Nomura may redeem the notes at par plus any due coupon on monthly payment dates from April 20, 2026 through December 20, 2027. The notes are unsecured, subject to Nomura’s credit risk, and have an estimated value of $953.50–$983.50 per $1,000, less than the original issue price.
Nomura America Finance, LLC, fully guaranteed by Nomura Holdings, plans to issue autocallable contingent coupon barrier notes linked to the worst performer of Alphabet Class A (GOOGL) and Amazon.com (AMZN), maturing in February 2029. The notes are unsecured obligations and are not FDIC insured.
Investors may receive a quarterly contingent coupon of at least 2.65% (at least 10.60% per year) per $1,000 if on each observation date both stocks close at or above 60% of their initial value; otherwise no coupon is paid. Starting July 2026, the notes are automatically called if both stocks are at or above 100% of their initial value, returning principal plus the coupon. If the notes are not called and the worst-performing stock finishes below 60% of its initial value at final valuation, repayment is reduced 1-for-1 with the stock’s decline, up to a total loss of principal. The estimated value at pricing is expected between $896.70 and $926.70 per $1,000 issue price, reflecting fees and hedging costs.
Nomura America Finance, LLC, fully guaranteed by Nomura Holdings, plans to issue autocallable memory coupon barrier notes linked to Tesla, Inc. common stock, maturing on February 1, 2029. The notes pay a quarterly contingent coupon of at least 3.05% (12.20% per annum) when Tesla’s closing value on a coupon observation date is at or above 60% of the initial value, with unpaid coupons potentially paid later if the barrier is later met.
The notes may be automatically called on quarterly call observation dates starting July 27, 2026 if Tesla’s closing value is at or above 100% of its initial value, returning principal plus the applicable coupon and any unpaid coupons. If the notes are not called and Tesla’s final value is below 60% of the initial value, repayment at maturity is reduced 1-for-1 with the decline in Tesla from the initial value, and investors can lose up to 100% of principal.
The notes are unsecured obligations of Nomura America Finance, guaranteed by Nomura Holdings, and will not be listed on any exchange. The estimated value on the trade date is expected to be between $896.40 and $926.40 per $1,000 principal amount, below the 100% price to public, reflecting fees, hedging costs and structuring margins, and exposing investors to Nomura’s credit risk.
Nomura America Finance, LLC plans to issue unsecured, index- and ETF-linked notes due 2028 that pay contingent quarterly coupons of $20.50 per $1,000 face amount (2.05% quarterly, up to 8.20% per year). Coupons are paid only if, on each observation date, the S&P 500 Index, the Russell 2000 Index and the Utilities Select Sector SPDR ETF (XLU) are all at or above 60% of their initial values.
At maturity, if not previously redeemed, investors receive $1,000 per note only if each underlier is at or above its 60% trigger buffer value; otherwise, the payoff is $1,000 plus $1,000 times the worst underlier’s return, and investors can lose their entire principal. Nomura may redeem the notes at par plus any due coupon on specified coupon dates from July 23, 2026 to October 25, 2027. The notes carry the credit risk of Nomura America Finance, LLC and guarantor Nomura Holdings, Inc., and their estimated value at pricing is expected to be between $947.90 and $977.90 per $1,000, below the original issue price.
Nomura America Finance, LLC, fully guaranteed by Nomura Holdings, Inc., is offering senior unsecured Autocallable Buffer Notes linked to the S&P 500® Index, maturing on January 18, 2028. The notes are issued at 100% of principal, but their initial estimated value is expected to be between $952.20 and $982.20 per $1,000, reflecting fees and structuring costs.
The notes can be automatically called on January 25, 2027 if the S&P 500® closes at or above 6,977.27, paying back principal plus a 7.50% call premium. If not called, at maturity investors receive at least a 15.00% contingent minimum return if the index finish is at or above the 5,930.68 buffer level, and enhanced downside exposure of about 1.176471x beyond a 15.00% loss if the index closes below that buffer, with the possibility of losing the entire principal. The notes pay no interest, will not be listed on an exchange, and are subject to Nomura’s credit risk and complex, uncertain U.S. tax treatment.
Nomura America Finance, LLC, fully guaranteed by Nomura Holdings, is offering senior unsecured autocallable buffer notes linked to the S&P 500® Index, maturing in January 2028. The notes can be automatically called in January 2027 if the S&P 500 closes at or above the call barrier, paying back principal plus an 8.50% call premium per $1,000.
If not called, investors receive at maturity either a positive return or a 17.00% contingent minimum return per $1,000, provided the index finishes at or above 90.00% of its initial level of 6,977.27. Below this 10.00% buffer, losses accelerate at approximately 1.1111 times the index’s decline beyond the buffer and can reach 100% of principal.
The notes pay no interest, are unsecured obligations of Nomura America Finance with a guarantee from Nomura Holdings, and will not be listed on any exchange. The estimated value on the trade date is expected between $952.20 and $982.20 per $1,000, reflecting structuring costs and dealer compensation, and may differ from secondary market prices.