NOMURA HOLDINGS INC SEC Filings

Nomura America Finance, LLC, fully guaranteed by Nomura Holdings, is offering issuer redeemable contingent coupon barrier notes linked to the least performing of the S&P 500 Index and Russell 2000 Index, maturing on January 21, 2028. Notes are issued in $1,000 denominations at 100% of principal, with estimated value between $958.70 and $988.70 per $1,000.

The notes pay a contingent monthly coupon of at least 0.8125% (9.75% per annum) only if on each observation date both indices close at or above their contingent coupon barriers, set at 65% of their initial values (SPX 7,572.40; RTY 2,976.259). If any index is below its barrier on an observation date, no coupon is paid for that month, and investors may receive no coupons over the life of the notes.

Unless earlier redeemed at the issuer’s option on specified dates starting August 20, 2026, maturity payment depends on the least performing index. If its final level is at or above the barrier value (also 65% of initial), investors receive principal plus the final coupon. If it is below the barrier, repayment is $1,000 plus $1,000 times that index’s percentage return, exposing investors to up to 100% loss of principal. The notes are unsecured, not FDIC insured, will not be listed on an exchange, involve Nomura credit risk, and have uncertain U.S. tax treatment.

Nomura America Finance, LLC is issuing US$639,000 of senior unsecured Digital Barrier Notes, fully and unconditionally guaranteed by Nomura Holdings, Inc., linked to the least performing of the S&P 500, Russell 2000 and Nasdaq-100 indices and maturing on August 20, 2027.

For each $1,000 note, investors receive no interest but at maturity can get principal plus an 11.00% digital return if the least performing index is at or above its 70% barrier. If that index finishes between 70% and 50% of its initial level, investors still receive the 11% digital return but lose 1% of principal for each percentage point of decline from the initial level. Below 50%, the digital return is forfeited and losses match the index’s decline on a 1-to-1 basis, up to a total loss of principal.

The notes are subject to the credit risk of Nomura, are not FDIC-insured, will not be listed, and may have limited liquidity. The estimated value is $990.40 per $1,000, below the 100% issue price, reflecting fees, hedging costs and dealer compensation, including a 0.25% selling commission and distribution costs capped at 0.65%.

Nomura America Finance, LLC, fully guaranteed by Nomura Holdings, Inc., is offering U.S. dollar senior unsecured Step-Down Autocallable Barrier Notes linked to the least-performing of the S&P 500 Index and Russell 2000 Index, under its Senior Global Medium-Term Notes, Series A program, maturing July 19, 2028.

The notes are issued at 100% of principal (minimum investment $10,000), with placement fees up to 0.45% (≤$4.50 per $1,000) and an estimated initial value between $953.70 and $983.70 per $1,000. They pay no interest. Automatic call can occur on July 29, 2027 if each index is at or above 100% of its initial level, returning principal plus a 10.55% premium; on the final valuation date, a call is triggered if both indices are at or above 70% of initial, paying principal plus a 21.10% premium.

If the notes are not called and the worst-performing index finishes below its 70% barrier, repayment is $1,000 + $1,000 × that index’s performance, exposing investors to up to a 100% loss of principal. The notes are unsecured obligations of the issuer, guaranteed by Nomura, are not FDIC insured, will not be listed on an exchange, and involve complex market, credit, liquidity and tax risks highlighted in the risk discussions.

Nomura America Finance, LLC, guaranteed by Nomura Holdings, is offering unsecured Autocallable Memory Contingent Coupon Buffer Notes linked to Qualcomm Incorporated common stock, maturing August 4, 2027. The notes pay a contingent quarterly coupon of at least 5.04% (at least $50.40 per $1,000) only if QCOM closes at or above 60.00% of its initial value on the relevant observation date.

The notes may be automatically called starting October 30, 2026 if QCOM is at or above 100.00% of its initial value, in which case holders receive principal plus the due and any previously unpaid coupons. If not called and QCOM ends below 60.00% of its initial value, principal is reduced using a 1/0.60 (approximately 1.6667x) downside leverage factor beyond a 40.00% buffer, up to total loss. The estimated value is $958.50–$988.50 per $1,000, below the 100.00% issue price; the notes are not FDIC insured, will not be listed on any exchange, and payments depend on Nomura’s credit and complex tax treatment.

Nomura America Finance, LLC is offering Senior Global Medium-Term Notes, Series A, issued as issuer redeemable contingent coupon barrier notes linked to the least performing of the S&P 500, Russell 2000 and Nasdaq-100, fully and unconditionally guaranteed by Nomura Holdings, Inc.

The notes mature on July 19, 2029 and pay a contingent quarterly coupon of at least 2.90% (11.60% per annum) only if on each observation date all three indices are at or above 55.00% of their initial values. Otherwise, that period’s coupon is skipped and investors may receive no coupons over the life of the notes.

If not redeemed early and the final level of the least performing index is at or above its 55.00% barrier, investors receive $1,000 plus the final contingent coupon per $1,000 note. If it is below the barrier, repayment is $1,000 plus $1,000 times the index performance of the least performing index, producing up to a 100% loss of principal.

The issuer may redeem the notes at its option on quarterly coupon payment dates starting October 19, 2026, paying principal plus any due coupon. The notes are priced at 100.00% of principal with no selling commission, but their estimated value on the trade date is expected to be $959.50–$989.50 per $1,000. They are unsecured obligations, not bank deposits, not insured by the FDIC, and will not be listed on any securities exchange, so secondary market liquidity may be limited.

Nomura America Finance, LLC, fully and unconditionally guaranteed by Nomura Holdings, is offering US$225,000 of Senior Global Medium‑Term Notes, Series A, in the form of Digital Barrier Notes linked to the least‑performing of the Nasdaq‑100, Russell 2000 and Dow Jones Industrial Average, maturing on August 19, 2027.

For each $1,000 note, holders receive $1,122.50 (a fixed 12.25% digital return) if the worst‑performing index’s final level is at least 70% of its initial value; otherwise the payoff declines one‑for‑one with that index and up to 100% of principal can be lost. The notes pay no interest, are unsecured obligations subject to Nomura’s credit risk, are not FDIC‑insured and will not be listed, so liquidity may be limited. The price to public is 100% of principal, including a 0.40% selling commission; modeled estimated value at pricing was $987.70 per $1,000 note, reflecting structuring, hedging and distribution costs borne by investors.

Nomura Holdings, Inc. reports progress on a board-authorized share repurchase program. A resolution dated January 30, 2026 permits repurchases of up to 100,000,000 common shares for a total of JPY 60,000,000,000 during the period from February 17 to September 30, 2026.

There were no share repurchases between June 1 and June 30, 2026. Cumulatively, 46,861,200 shares have been repurchased for JPY 59,999,879,300, representing 46.9% of the share limit and 100.0% of the monetary cap.

During June 2026, 50 treasury shares were disposed upon requests to purchase less-than-a-full-unit shares and 1,100 shares were disposed upon exercise of stock acquisition rights, totaling 1,150 shares for JPY 67,453. As of June 30, 2026, total issued shares were 3,088,562,601, with 165,592,155 shares held in treasury.

Nomura America Finance, LLC is offering $1,147,000 of senior unsecured Autocallable Contingent Coupon Barrier Notes, fully and unconditionally guaranteed by Nomura Holdings, Inc. The notes reference the least performing of the S&P 500, Russell 2000 and Nasdaq-100 indices and are issued under Nomura’s Senior Global Medium-Term Notes, Series A program.

Investors may receive a 2.8125% quarterly contingent coupon (11.25% per year), at least $28.125 per $1,000 note, only if on each observation date all three indices close at or above their contingent coupon barriers, set at 75% of initial levels (for example, an SPX barrier of 5,681.54 vs an initial value of 7,575.39). Starting January 11, 2027, if on a call observation date all three indices are at or above their initial values, the notes are automatically called at par plus that period’s coupon.

If the notes are not called and on the final valuation date the least performing index is at or above its barrier, holders receive $1,000 plus the final coupon per note. If it finishes below its barrier, repayment is reduced one-for-one with its negative performance, up to a 100% loss of principal, even if the other indices perform better and regardless of coupons received.

The price to public is 100% of principal, with a 2% selling commission and proceeds to the issuer of 98%; the issuer’s estimated value is $961.60 per $1,000 note. The notes are unsecured, subject to Nomura’s credit risk, not insured by any government agency, will not be listed on an exchange and may have limited secondary market liquidity.

Nomura America Finance, LLC is issuing US$2,240,000 of Autocallable Memory Contingent Coupon Buffer Notes linked to Amazon.com, Inc. common stock under its Senior Global Medium-Term Notes, Series A program, fully and unconditionally guaranteed by Nomura Holdings, Inc.

The notes pay a contingent coupon of 2.945% quarterly (US$29.45 per US$1,000) only if AMZN’s closing price is at or above a barrier of US$185.28, 75.00% of the US$247.04 initial value, on specified observation dates. The same 75.00% level also acts as a buffer; if the final value is below this, principal is reduced using a downside leverage factor of 1/0.75, giving amplified losses down to a total loss of principal at maturity on July 27, 2027.

The notes are automatically callable at par plus due and any previously unpaid coupons if AMZN closes at or above the 100.00% call barrier on certain dates. They are unsecured obligations with Nomura credit risk, not FDIC-insured, not exchange-listed, and have an estimated value of US$984.00 per US$1,000, below the 100.00% issue price.