Sumitomo Mitsui Trust Group, Inc. reported a significant but sub‑5% passive stake in Nomura Holdings, Inc. common stock. As of 12/31/2025, it beneficially owned 155,735,902 shares, representing 4.9% of the outstanding common stock.
The group has no sole voting or dispositive power, but reports shared voting power over 143,389,702 shares and shared dispositive power over 155,735,902 shares. Portions of this position are held through subsidiaries Sumitomo Mitsui Trust Asset Management Co., Ltd. and Amova Asset Management Co., Ltd.
The holder certifies the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Nomura.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
Nomura Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
65535H208
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
65535H208
1
Names of Reporting Persons
Sumitomo Mitsui Trust Group, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
JAPAN
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
143,389,702.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
155,735,902.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
155,735,902.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.9 %
12
Type of Reporting Person (See Instructions)
HC, FI
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Nomura Holdings, Inc.
(b)
Address of issuer's principal executive offices:
13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo, Japan, 103-8645
Item 2.
(a)
Name of person filing:
Sumitomo Mitsui Trust Group, Inc.
(b)
Address or principal business office or, if none, residence:
1-4-1 Marunouchi, Chiyoda-ku, Tokyo 100-8233, Japan
(c)
Citizenship:
Japan
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
65535H208
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Parent Holding Company
Item 4.
Ownership
(a)
Amount beneficially owned:
155,735,902
(b)
Percent of class:
4.9 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
143,389,702
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
155,735,902
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Portions of the securities being reported on by Sumitomo Mitsui Trust Group, Inc. as a parent holding company are owned, or may be deemed to be beneficially owned, by its subsidiaries: each of (a) Sumitomo Mitsui Trust Asset Management Co., Ltd. and (b) Amova Asset Management Co., Ltd. is classified as an investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E) and as a non-U.S. institution in accordance with ss.240.13d-1(b)(1)(ii)(J).In addition, Nikko Asset Management Co., Ltd. has changed the company name to Amova Asset Management Co., Ltd. as of September 1, 2025.
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Portions of the securities being reported on by Sumitomo Mitsui Trust Group, Inc. as a parent holding company are owned, or may be deemed to be beneficially owned, by its subsidiaries: each of (a) Sumitomo Mitsui Trust Asset Management Co., Ltd. and (b) Amova Asset Management Co., Ltd. is classified as an investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E) and as a non-U.S. institution in accordance with ss.240.13d-1(b)(1)(ii)(J). In addition, Nikko Asset Management Co., Ltd. has changed the company name to Amova Asset Management Co., Ltd. as of September 1, 2025.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What did Sumitomo Mitsui Trust disclose about Nomura (NMR) in this Schedule 13G/A?
Sumitomo Mitsui Trust Group, Inc. disclosed a passive ownership stake in Nomura Holdings, Inc. common stock. The filing reports beneficial ownership, voting power, dispositive power, and confirms the shares are held in the ordinary course of business without intent to influence control.
How many Nomura (NMR) shares does Sumitomo Mitsui Trust beneficially own and what percentage is that?
Sumitomo Mitsui Trust Group, Inc. reports beneficial ownership of 155,735,902 Nomura Holdings, Inc. common shares. This stake represents 4.9% of Nomura’s common stock as of December 31, 2025, placing the holder just below the 5% threshold for larger ownership reporting.
What voting and dispositive powers does Sumitomo Mitsui Trust have over Nomura (NMR) shares?
Sumitomo Mitsui Trust Group, Inc. reports no sole voting or dispositive power over Nomura shares. It holds shared voting power over 143,389,702 shares and shared dispositive power over 155,735,902 shares, reflecting coordinated decision-making rather than unilateral control over the position.
How is Sumitomo Mitsui Trust Group classified in this Nomura (NMR) ownership filing?
Sumitomo Mitsui Trust Group, Inc. is classified as a parent holding company, coded “HC”. Its subsidiaries, including Sumitomo Mitsui Trust Asset Management Co., Ltd. and Amova Asset Management Co., Ltd., are classified as investment advisers and non‑U.S. institutions under the relevant SEC rules.
Which subsidiaries of Sumitomo Mitsui Trust hold Nomura (NMR) shares reported in this filing?
Portions of the Nomura Holdings, Inc. stake are owned, or deemed beneficially owned, by subsidiaries Sumitomo Mitsui Trust Asset Management Co., Ltd. and Amova Asset Management Co., Ltd. The filing also notes that Nikko Asset Management Co., Ltd. was renamed Amova Asset Management Co., Ltd. on September 1, 2025.
Does Sumitomo Mitsui Trust seek to influence control of Nomura (NMR) with this stake?
The holder explicitly certifies the Nomura Holdings, Inc. shares were acquired and are held in the ordinary course of business. It states they were not acquired and are not held to change or influence control of Nomura, indicating a passive investment intent under SEC rules.