NOMURA HOLDINGS INC SEC Filings

Nomura America Finance, LLC, fully guaranteed by Nomura Holdings, Inc., is offering US$1,780,000 of senior unsecured issuer redeemable contingent coupon barrier notes linked to the least performing of the S&P 500, Russell 2000 and Nasdaq-100, maturing July 19, 2029.

The notes pay a 1.0333% monthly contingent coupon (about 12.40% per year, or $10.333 per $1,000) only if on each observation date all three indices are at or above their respective contingent coupon barriers set at 70% of initial value.

Principal is not protected: if at maturity the least performing index closes below its barrier value set at 55% of initial value, repayment is reduced 1-for-1 with the index loss, down to a total loss of principal. The issuer may redeem the notes early on designated dates from October 20, 2026, paying principal plus any due coupon. The estimated initial value is $985.80 per $1,000, below the 100% issue price, reflecting fees, hedging and structuring costs. Investors are exposed to Nomura’s credit risk, potential illiquidity, complex payoff terms, and various structural and tax risks highlighted in the risk factor sections.

Nomura America Finance, LLC is issuing $360,000 of Senior Global Medium‑Term Notes, Series A, fully and unconditionally guaranteed by Nomura Holdings, Inc. These are Autocallable Contingent Coupon Barrier Notes linked to the Class C common stock of Dell Technologies Inc. (DELL), maturing on July 19, 2029.

The notes pay a contingent coupon of $63.875 per $1,000 (6.3875% quarterly, 25.55% per annum) only if DELL’s closing value is at or above the contingent coupon barrier of $206.34, which is 50% of the initial value of $412.68, on each observation date. The notes are subject to automatic call on quarterly dates starting January 15, 2027 if DELL is at or above the call barrier level of $412.68, in which case investors receive principal plus the relevant coupon.

If not called, at maturity investors receive either $1,000 plus the final coupon if DELL’s final value is at or above the barrier value of $206.34, or $1,000 plus $1,000 × reference asset performance if below the barrier, exposing them to up to 100% loss of principal. The estimated value is $892.70 per $1,000, below the 100% issue price, reflecting commissions and structuring and hedging costs. The notes are unsecured, not FDIC‑insured, will not be listed on any exchange, and are subject to Nomura’s credit risk and uncertain tax treatment.

Nomura America Finance, LLC, fully guaranteed by Nomura Holdings, Inc., is offering $10,000,000 of Step-Down Autocallable Barrier Notes linked to the least performing of the S&P 500 Index and the Russell 2000 Index, due July 19, 2028. The notes are issued at 100.00% of principal with an agent’s commission of 0.45%, providing issuer proceeds of $9,955,000. They are unsecured obligations, pay no interest, and may be automatically called if each index is at or above its call barrier, with call premiums of 10.55% in 2027 or 21.10% at maturity. If not called and the least performing index finishes below its 70% barrier value, repayment is reduced 1% for every 1% decline and investors can lose up to 100% of principal. The initial values are 7,543.59 for SPX and 2,964.764 for RTY, with barrier values set at 70% of these levels, and the estimated value is $983.80 per $1,000, below the issue price.

Nomura Holdings, Inc. presents five-year financial data showing its scale and profitability. For the year ended March 31 2026, total revenue was 4,758,486 (millions of yen), net revenue 2,167,713 (millions of yen), income before income taxes 539,821 (millions of yen), and net income attributable to shareholders 362,129 (millions of yen). Total assets were 62,645,925 (millions of yen) and return on shareholders’ equity was 10.09%.

The group operates globally with 1,554 consolidated subsidiaries and variable interest entities and 15 equity‑method affiliates, centered on wealth management, investment management, wholesale, and a newly established Banking Division. Management’s 2030 vision, Reaching for Sustainable Growth, targets 10–12%+ ROE and income before income taxes of over ¥750 billion, emphasizing private markets, stable fee revenues, and disciplined cost and risk control.

Nomura highlights extensive sustainability and human capital initiatives. It aims for net zero GHG emissions in its own operations by FY2030/31 and for lending and investment portfolios by FY2050/51, and pursued sustainable financing of US$21.5 billion in FY2024/25 toward a five‑year US$125 billion goal. The group reports labor productivity of ¥75.6 million revenue per employee, a disability employment rate of 2.71%, female managers at 23.8%, and broad training and inclusion programs, while outlining detailed risk factors spanning market volatility, competition, credit and liquidity, model, climate and event risks.

Nomura America Finance, LLC is offering senior unsecured Global Medium-Term Notes, Series A, fully and unconditionally guaranteed by Nomura Holdings, Inc.. Individual note terms — including maturity, interest structure, currency, and redemption features — will be set for each issuance and detailed in a separate pricing supplement.

Notes may be fixed rate, step-up, floating rate, inverse floating, zero-coupon or original-issue-discount, typically denominated in U.S. dollars and issued in minimum $1,000 denominations. Many structures reference interest-rate benchmarks such as SOFR, EURIBOR, the USD SOFR ICE Swap Rate, Commercial Paper Rate, Prime Rate, Treasury Rate, CMT Rate or the Federal Funds Rate, with optional spreads, spread multipliers, caps and floors.

The disclosure highlights extensive benchmark reform and fallback mechanics, including Index Cessation and Administrator/Benchmark Events, use of alternative replacement indices, and discretionary Adjustment Spreads set by the calculation agent. Key risks include Nomura credit risk, optional issuer redemption (potentially when rates fall), complex SOFR compounding conventions, possible benchmark discontinuation, limited secondary market liquidity, and investor costs and commissions that can materially reduce returns.

Nomura America Finance, LLC may issue Senior Global Medium-Term Notes, Series A whose returns are linked to equity-related reference assets, including single equity indices, exchange-traded funds, other equity measures, or baskets of these. The notes are fully and unconditionally guaranteed by Nomura Holdings, Inc.

This supplement focuses on notes linked to major equity indices such as the S&P 500 Index, S&P 500 Futures Excess Return Index, EURO STOXX 50 Index, EURO STOXX Banks Index, Russell 2000 Index, Nasdaq-100 Index, Nasdaq-100 Technology Sector Index, TOPIX Index, and Nikkei 225 Index, and explains their construction and maintenance.

The notes are described as not ordinary debt securities; investors can lose some or all of their investment and are exposed to Nomura’s credit risk. The products are not bank deposits and are not insured by the FDIC or any other U.S. governmental agency. Index sponsors license their indices to Nomura but do not sponsor, endorse, or promote the notes and disclaim liability for their performance.

Nomura America Finance, LLC outlines the general terms of its Senior Global Medium‑Term Notes, Series A, which are unsecured senior notes fully and unconditionally guaranteed by Nomura Holdings, Inc.. Each note is linked to a specified equity-related reference asset (single stock or ADS, equity index, ETF share, other equity measure, or a weighted basket) and is issued in $1,000 denominations, payable in U.S. dollars.

Returns and principal depend on the reference asset performance and any features set in a future pricing supplement, such as buffers, barriers, caps, digital returns, participation triggers, automatic call, and issuer early redemption. Unless a floor or full principal protection is specified, investors can lose some or all of their investment. The notes generally pay no interest; any contingent or fixed coupons are not treated as interest and may be conditionally paid. The notes are not FDIC‑insured, are subject to Nomura’s credit risk, and are typically not listed on an exchange, with secondary market value potentially well below issue price.

Nomura America Finance, LLC, a 100% indirectly owned finance subsidiary of Nomura Holdings, Inc., has established a Form F-3 shelf registration allowing it to issue senior debt securities from time to time. All such securities will be fully and unconditionally guaranteed by Nomura Holdings, Inc.

The specific terms of each series, including maturity, interest structure, currency, redemption features and any index linkage, will be set in a prospectus supplement. Net proceeds from each offering will be lent or otherwise advanced to Nomura or its subsidiaries for general corporate purposes. The securities are senior unsecured obligations of the issuer and the guarantee ranks equally with Nomura’s other senior unsecured debt, leaving holders exposed to Nomura’s credit risk, structural subordination to liabilities of Nomura’s subsidiaries, potential limits on market liquidity, foreign-currency and interest-rate volatility, and conflicts of interest where Nomura affiliates act as underwriters, dealers or market-makers.

Nomura America Finance, LLC is issuing US$2,007,000 of senior unsecured, index-linked notes, fully and unconditionally guaranteed by Nomura Holdings, Inc. The notes are Issuer Redeemable Contingent Coupon Barrier Notes linked to the least performing of the S&P 500, Russell 2000 and Nasdaq‑100, maturing on July 19, 2029.

Investors may receive a 2.90% quarterly contingent coupon (11.60% per annum), or $29 per $1,000, only if on each observation date all three indices are at or above their contingent coupon barriers, set at 55.00% of initial index levels. The issuer can redeem the notes early on specified dates starting October 19, 2026, paying principal plus any due coupon.

If the notes are not redeemed and the final level of the worst-performing index is at or above its barrier, investors receive $1,000 plus the final coupon per $1,000. If it is below the barrier, repayment is reduced 1‑for‑1 with the index loss, leading to a loss of up to 100% of principal. The estimated value is $990.40 per $1,000, below the 100% issue price, reflecting structuring and hedging costs. The notes are unsecured obligations, subject to Nomura’s credit risk, are not bank deposits, are not FDIC‑insured, and will not be listed on any exchange, so secondary market liquidity may be limited.