Nomura (NMR) allocates multiple RSU tranches from treasury shares

Rhea-AI Filing Summary

Nomura Holdings, Inc. has finalized the details of several Restricted Stock Unit (RSU) grants funded by disposing of treasury shares. On April 27, 2026, the company allotted multiple RSU tranches (Nos. 14, 20, 26, 32, 38, 44 and 50) as stock awards to directors, executive officers and employees of Nomura and its subsidiaries.

Each tranche specifies a set number of common shares, a per-share disposition price and a total disposition amount in yen. For example, RSU No.38 uses 14,254,866 shares at 490 yen per share, while RSU No.50 uses 9,993,957 shares at 888 yen per share. Contributions are made in kind via monetary compensation claims granted under earlier board decisions from 2019 to 2025, effectively converting past compensation into equity-based incentives.

Insights

Equity compensation and governance analyst

Nomura converts prior cash-based awards into sizeable equity grants using treasury shares.

Nomura is disposing of treasury shares across multiple RSU tranches, each tied to earlier compensation decisions from 2019 through 2025. Instead of paying cash, the firm settles monetary compensation claims with stock, reinforcing equity-based pay for employees and management.

The largest tranches, such as RSU No.38 with 6,984,884,340 yen in value and RSU No.50 with 8,874,633,816 yen, go mainly to subsidiaries’ directors, executive officers and employees. Actual dilution depends on Nomura’s total shares outstanding, which is not provided here, but the pattern aligns with ongoing stock award practices rather than a new capital raise.

Key Figures

RSU No.14 shares disposed: 25,116 shares RSU No.14 total disposition amount: 9,318,036 yen RSU No.26 shares disposed: 746,120 shares +4 more

7 metrics

RSU No.14 shares disposed 25,116 shares Disposition of treasury shares on April 27, 2026

RSU No.14 total disposition amount 9,318,036 yen Common stock at 371 yen per share

RSU No.26 shares disposed 746,120 shares Common stock at 577 yen on April 27, 2026

RSU No.32 shares disposed 1,640,496 shares Common stock at 479 yen per share

RSU No.38 shares disposed 14,254,866 shares Common stock at 490 yen per share

RSU No.44 total disposition amount 7,787,217,432 yen 8,769,389 shares at 888 yen per share

RSU No.50 total disposition amount 8,874,633,816 yen 9,993,957 shares at 888 yen per share

Key Terms

Restricted Stock Units, treasury stock, contribution-in-kind, monetary compensation claims, +1 more

5 terms

Restricted Stock Units financial

"the number of allottees, etc., of Restricted Stock Units (“RSU”) outlined in Table 2 below"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

treasury stock financial

"This relates to the disposition of treasury stock determined by the company’s Executive Management Board"

Treasury stock is shares that a company has bought back from the public and kept in its own control rather than retiring them. Think of it like a company holding its own tickets in a drawer: those shares no longer vote or receive dividends while held, but the company can reissue or retire them later; this reduces the number of shares available to outside investors and can boost per‑share earnings and influence ownership and stock price.

contribution-in-kind financial

"Assets Contributed: assets other than cash (contribution-in-kind)"

monetary compensation claims financial

"Description of Assets: monetary compensation claims granted by the Company pursuant to the 2023 Decision"

stock award financial

"Allotted as a stock award to the allottees listed in 8 below"

Form 6-K: How Foreign Companies Report to the SEC →

FORM 6-K

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

Commission File Number: 1-15270

For the month of April 2026

NOMURA HOLDINGS, INC.

(Translation of registrant’s name into English)

13-1, Nihonbashi 1-chome

Chuo-ku, Tokyo 103-8645

Japan

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  X   Form 40-F    

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):    

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):    

Information furnished on this form:

EXHIBIT

Exhibit Number

1. Nomura Finalizes Details of Disposition of Treasury Shares as Stock Award

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 30, 2026

NOMURA HOLDINGS, INC.
By:		/s/ Akito Bato
		Akito Bato
		Senior Managing Director

Nomura Finalizes Details of Disposition of Treasury Shares as Stock Award

Tokyo, April 30, 2026—Nomura Holdings, Inc. today announced that the number of shares disposed and the number of allottees, etc., of Restricted Stock Units (“RSU”) outlined in Table 2 below have been finalized. This relates to the disposition of treasury stock determined by the company’s Executive Management Board as announced in the news releases outlined in Table 1 below.

Table 1

News Release				Executive Management Board
Release Date		Title		Date		Decision
May 16, 2019		“Nomura Determines to Make Disposition of Treasury Shares as Stock Award”		Same as release date		Disposition of treasury stock (the “2019 Decision”)
May 27, 2020		“Nomura Determines to Make Disposition of Treasury Shares as Stock Award”		Same as release date		Disposition of treasury stock (the “2020 Decision”)
May 17, 2021		“Nomura Determines to Make Disposition of Treasury Shares as Stock Award”		Same as release date		Disposition of treasury stock (the “2021 Decision”)
May 19, 2022		“Nomura Determines to Make Disposition of Treasury Shares as Stock Award”		Same as release date		Disposition of treasury stock (the “2022 Decision”)
May 15, 2023		“Nomura Determines to Make Disposition of Treasury Shares as Stock Award”		Same as release date		Disposition of treasury stock (the “2023 Decision”)
May 16, 2024		“Nomura Determines to Make Disposition of Treasury Shares as Stock Award”		Same as release date		Disposition of treasury stock (the “2024 Decision”)
May 15, 2025		“Nomura Determines to Make Disposition of Treasury Shares as Stock Award”		Same as release date		Disposition of treasury stock (the “2025 Decision”)

Table 2

		RSU No.14
1.  Disposition Date of Treasury Shares		April 27, 2026
2.  Class and Number of Shares Disposed		25,116 shares of common stock of the Company
3.  Disposition Price		371 yen per share
4.  Total Amount of Disposition Price		9,318,036 yen
5.  Assets Contributed and Description and Value of Such Assets		Assets Contributed: assets other than cash (contribution-in-kind) Description of Assets: monetary compensation claims granted by the Company pursuant to the 2019 Decision
		Value of Assets to be Contributed: 9,318,036 yen (price per share is equivalent to the disposition price)
6.  Method of Disposition		Allotted as a stock award to the allottees listed in 8 below
7.  Method of Performance of Contribution		Through a contribution in-kind of monetary compensation claims
8.  Allottees and Number of Shares Allotted		1 Employee, etc. of the Company 5,828 shares
		3 Directors, Executive Officers, and employees, etc., of the Company’s subsidiaries 19,288 shares

		RSU No.20
1.  Disposition Date of Treasury Shares		April 27, 2026
2.  Class and Number of Shares Disposed		95,288 shares of common stock of the Company
3.  Disposition Price		436 yen per share
4.  Total Amount of Disposition Price		41,545,568 yen
5.  Assets Contributed and Description and Value of Such Assets		Assets Contributed: assets other than cash (contribution-in-kind) Description of Assets: monetary compensation claims granted by the Company pursuant to the 2020 Decision
		Value of Assets to be Contributed: 41,545,568 yen (price per share is equivalent to the disposition price)
6.  Method of Disposition		Allotted as a stock award to the allottees listed in 8 below
7.  Method of Performance of Contribution		Through a contribution in-kind of monetary compensation claims
8.  Allottees and Number of Shares Allotted		1 Employee, etc. of the Company 14,416 shares
		9 Directors, Executive Officers, and employees, etc., of the Company’s subsidiaries 80,872 shares

2

		RSU No.26
1.  Disposition Date of Treasury Shares		April 27, 2026
2.  Class and Number of Shares Disposed		746,120 shares of common stock of the Company
3.  Disposition Price		577 yen per share
4.  Total Amount of Disposition Price		430,511,240 yen
5.  Assets Contributed and Description and Value of Such Assets		Assets Contributed: assets other than cash (contribution-in-kind) Description of Assets: monetary compensation claims granted by the Company pursuant to the 2021 Decision
		Value of Assets to be Contributed: 430,511,240 yen (price per share is equivalent to the disposition price)
6.  Method of Disposition		Allotted as a stock award to the allottees listed in 8 below
7.  Method of Performance of Contribution		Through a contribution in-kind of monetary compensation claims
8.  Allottees and Number of Shares Allotted		1 Employee, etc. of the Company 12,188 shares
		84 Directors, Executive Officers, and employees, etc., of the Company’s subsidiaries 733,932 shares

		RSU No.32
1.  Disposition Date of Treasury Shares		April 27, 2026
2.  Class and Number of Shares Disposed		1,640,496 shares of common stock of the Company
3.  Disposition Price		479 yen per share
4.  Total Amount of Disposition Price		785,797,584 yen
5.  Assets Contributed and Description and Value of Such Assets		Assets Contributed: assets other than cash (contribution-in-kind) Description of Assets: monetary compensation claims granted by the Company pursuant to the 2022 Decision
		Value of Assets to be Contributed: 785,797,584 yen (price per share is equivalent to the disposition price)
6.  Method of Disposition		Allotted as a stock award to the allottees listed in 8 below
7.  Method of Performance of Contribution		Through a contribution in-kind of monetary compensation claims
8.  Allottees and Number of Shares Allotted		1 Employee, etc. of the Company 16,748 shares
		218 Directors, Executive Officers, and employees, etc., of the Company’s subsidiaries 1,623,748 shares

3

		RSU No.38
1.  Disposition Date of Treasury Shares		April 27, 2026
2.  Class and Number of Shares Disposed		14,254,866 shares of common stock of the Company
3.  Disposition Price		490 yen per share
4.  Total Amount of Disposition Price		6,984,884,340 yen
5.  Assets Contributed and Description and Value of Such Assets		Assets Contributed: assets other than cash (contribution-in-kind) Description of Assets: monetary compensation claims granted by the Company pursuant to the 2023 Decision
		Value of Assets to be Contributed: 6,984,884,340 yen (price per share is equivalent to the disposition price)
6.  Method of Disposition		Allotted as a stock award to the allottees listed in 8 below
7.  Method of Performance of Contribution		Through a contribution in-kind of monetary compensation claims
8.  Allottees and Number of Shares Allotted		7 Directors and Executive Officers of the Company (Excluding Outside Directors) 80,729 shares
		28 Employees, etc. of the Company 140,692 shares
		1,678 Directors, Executive Officers, and employees, etc., of the Company’s subsidiaries 14,033,445 shares

		RSU No.44
1.  Disposition Date of Treasury Shares		April 27, 2026
2.  Class and Number of Shares Disposed		8,769,389 shares of common stock of the Company
3.  Disposition Price		888 yen per share
4.  Total Amount of Disposition Price		7,787,217,432 yen
5.  Assets Contributed and Description and Value of Such Assets		Assets Contributed: assets other than cash (contribution-in-kind) Description of Assets: monetary compensation claims granted by the Company pursuant to the 2024 Decision
		Value of Assets to be Contributed: 7,787,217,432 yen (price per share is equivalent to the disposition price)
6.  Method of Disposition		Allotted as a stock award to the allottees listed in 8 below
7.  Method of Performance of Contribution		Through a contribution in-kind of monetary compensation claims
8.  Allottees and Number of Shares Allotted		4 Directors and Executive Officers of the Company (Excluding Outside Directors) 18,196 shares
		29 Employees, etc. of the Company 84,756 shares
		1,746 Directors, Executive Officers, and employees, etc., of the Company’s subsidiaries 8,666,437 shares

4

		RSU No.50
1.  Disposition Date of Treasury Shares		April 27, 2026
2.  Class and Number of Shares Disposed		9,993,957 shares of common stock of the Company
3.  Disposition Price		888 yen per share
4.  Total Amount of Disposition Price		8,874,633,816 yen
5.  Assets Contributed and Description and Value of Such Assets		Assets Contributed: assets other than cash (contribution-in-kind) Description of Assets: monetary compensation claims granted by the Company pursuant to the 2025 Decision
		Value of Assets to be Contributed: 8,874,633,816 yen (price per share is equivalent to the disposition price)
6.  Method of Disposition		Allotted as a stock award to the allottees listed in 8 below
7.  Method of Performance of Contribution		Through a contribution in-kind of monetary compensation claims
8.  Allottees and Number of Shares Allotted		4 Directors and Executive Officers of the Company (Excluding Outside Directors) 44,359 shares
		28 Employees, etc. of the Company 63,205 shares
		1,815 Directors, Executive Officers, and employees, etc., of the Company’s subsidiaries 9,886,393 shares

ends 

For further information please contact:

Name		Company		Telephone
Kenji Yamashita		Nomura Holdings, Inc.		81-3-3278-0591
		Group Corporate Communications Dept.

Nomura

Nomura is a financial services group with an integrated global network. By connecting markets East & West, Nomura services the needs of individuals, institutions, corporates and governments through its four business divisions: Wealth Management, Investment Management, Wholesale (Global Markets and Investment Banking), and Banking. Founded in 1925, the firm is built on a tradition of disciplined entrepreneurship, serving clients with creative solutions and considered thought leadership. For further information about Nomura, visit www.nomura.com.

5

FAQ

What did Nomura Holdings (NMR) announce in this Form 6-K?

Nomura announced it finalized details for several Restricted Stock Unit tranches, disposing treasury shares as stock awards. These grants convert existing monetary compensation claims into equity for directors, executive officers and employees of Nomura and its subsidiaries.

How many Nomura (NMR) shares are used in the largest RSU tranches?

The RSU No.38 tranche uses 14,254,866 Nomura common shares at 490 yen each. RSU No.50 uses 9,993,957 shares at 888 yen each, both allotted as stock awards funded from treasury shares through contribution of monetary compensation claims.

How are the RSU stock awards at Nomura (NMR) funded?

The RSU awards are funded via contribution-in-kind of monetary compensation claims previously granted by Nomura. These claims, tied to past board decisions from 2019 to 2025, are exchanged for treasury shares at fixed per-share disposition prices in yen.

Who receives the RSU treasury share awards at Nomura (NMR)?

Recipients include directors, executive officers and employees of Nomura and its subsidiaries. For example, RSU No.38 allocates shares to seven company directors and executive officers, 28 employees, and 1,678 directors, executive officers and employees of subsidiaries.

What are some example prices for Nomura (NMR) RSU share dispositions?

Examples include RSU No.14 at 371 yen per share, RSU No.26 at 577 yen per share, RSU No.32 at 479 yen per share, and the larger RSU Nos.44 and 50 at 888 yen per share, each with specified total yen amounts.

Do the RSU transactions in Nomura’s 6-K raise new capital?

The transactions dispose of existing treasury shares as stock awards using contribution-in-kind of monetary compensation claims. They reflect equity-based settlement of past compensation rather than issuance of new shares for cash to raise fresh capital.