Nomura (NYSE: NMR) pulls shelf for RSU and PSU share plans

Rhea-AI Filing Summary

Nomura Holdings, Inc. has withdrawn its shelf registration statement dated May 17, 2024 covering the disposal of treasury shares for stock-based compensation. The shelf had allowed issuance of common stock for Restricted Stock Units (RSUs) and Performance Share Units (PSUs) up to a maximum of 50,000,000,000 yen.

The company has filed an extraordinary report with the Kanto Local Finance Bureau covering previously granted RSUs and PSUs, with a total issuance price of 1,470,158,179 yen. The withdrawal does not affect those granted RSUs and PSUs, meaning existing awards remain in place despite the shelf being cancelled.

Key Figures

Shelf submission date: May 17, 2024 Scheduled issue amount max: 50,000,000,000 yen Total issuance price: 1,470,158,179 yen +2 more

5 metrics

Shelf submission date May 17, 2024 Submission date of the withdrawn shelf registration statement

Scheduled issue amount max 50,000,000,000 yen Maximum scheduled issue amount under the shelf registration

Total issuance price 1,470,158,179 yen Total issuance price of previously granted RSUs and PSUs covered

Scheduled issue period start May 25, 2024 Planned start of the shelf registration’s effective period

Scheduled issue period end May 24, 2026 Planned end of the shelf registration’s effective period

Key Terms

Shelf Registration Statement, Restricted Stock Units (RSUs), Performance Share Units (PSUs), Extraordinary Report, +1 more

5 terms

Shelf Registration Statement regulatory

"has determined to withdraw the shelf registration statement (the “Shelf Registration Statement”) dated May 17, 2024"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Restricted Stock Units (RSUs) financial

"regarding the previously granted Restricted Stock Units (RSUs) based on the RSU plan"

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

Performance Share Units (PSUs) financial

"Performance Share Units (PSUs) based on the PSU plan"

Extraordinary Report regulatory

"filed an extraordinary report (the “Extraordinary Report”) with the Director-General"

treasury stock financial

"deferred compensation using the Company’s treasury stock"

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.

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.		Withdrawal of Shelf Registration Statement regarding Disposal of Treasury Shares

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.

		NOMURA HOLDINGS, INC.
Date: April 14, 2026		By:		/s/ Akito Bato
				Akito Bato
				Senior Managing Director

Withdrawal of Shelf Registration Statement regarding Disposal of Treasury Shares

Tokyo, April 14, 2026—Nomura Holdings, Inc. (the “Company”) today announced that its Executive Management Board has determined to withdraw the shelf registration statement (the “Shelf Registration Statement”) dated May 17, 2024, as announced in the Company’s press release titled “Nomura Submits Shelf Registration Statement” dated May 17, 2024.

Furthermore, the Company has, as of today, filed an extraordinary report (the “Extraordinary Report”) with the Director-General of the Kanto Local Finance Bureau regarding the previously granted Restricted Stock Units (RSUs) based on the RSU plan (the “RSU Plan”) and Performance Share Units (PSUs) based on the PSU plan (the “PSU Plan”) (excluding RSUs and PSUs that have vested and for which shares of common stock of the Company have been delivered on or before April 13, 2026), which were the subject of the Shelf Registration Statement based on the amendments to the Cabinet Order for Enforcement of the Financial Instruments and Exchange Act of Japan and its related regulations, effective from February 2025. The withdrawal of the Shelf Registration Statement will not affect matters related to said granted RSUs and PSUs.

1. Summary of the Withdrawn Shelf Registration Statement

1.		Submission Date of the Shelf Registration Statement		May 17, 2024
2.		Purpose of Shelf Registration		To grant RSUs based on the RSU Plan for directors, executive officers, and employees of the Company and its subsidiaries as deferred compensation using the Company’s treasury stock and to grant PSUs based on the PSU Plan for directors and executive officers of the Company as deferred compensation using the Company’s treasury stock
3.		Class of Securities to be Offered		Shares of common stock of the Company
4.		Scheduled Issue Period		For the period from the scheduled effective date of the shelf registration to the date that is two years from such scheduled effective date (From May 25, 2024 to May 24, 2026)
5.		Scheduled Issue Amount		Maximum amount shall be up to 50,000,000,000 yen.
6.		Use of Proceeds		The disposition of treasury stock concerning the shelf registration is conducted based on the RSU Plan and the PSU Plan and is not intended to raise funds.

2. Issuance Results under the Shelf Registration Statement

Total Issuance Price: 1,470,158,179 yen

3. Reason for Withdrawal of the Shelf Registration Statement

The Shelf Registration Statement has been withdrawn because the Extraordinary Report regarding the previously granted RSUs and PSUs, which were subject of the Shelf Registration Statement, has been filed.

ends

For further information please contact:

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

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.

FAQ

What did Nomura Holdings (NMR) announce in this April 2026 filing?

Nomura Holdings announced it has withdrawn a shelf registration statement for disposing treasury shares tied to stock-based compensation. The decision follows filing an extraordinary report on previously granted RSUs and PSUs, and does not change the terms of those existing awards.

Why did Nomura Holdings (NMR) withdraw its shelf registration statement?

Nomura withdrew the shelf registration statement because it filed an extraordinary report covering previously granted RSUs and PSUs that were subject to the shelf. This reflects regulatory changes in Japan effective from February 2025 under amendments to the Financial Instruments and Exchange Act.

What was the purpose of Nomura’s shelf registration related to treasury shares?

The shelf registration was intended to use treasury stock to grant Restricted Stock Units and Performance Share Units as deferred compensation. It covered directors, executive officers and employees under RSU and PSU plans, with common stock of Nomura as the underlying security.

How large was Nomura’s planned shelf registration for stock-based compensation?

The shelf registration allowed a scheduled issue amount up to 50,000,000,000 yen in Nomura common stock. The filing also notes a total issuance price of 1,470,158,179 yen for the RSUs and PSUs previously granted under the relevant compensation plans.

Are Nomura’s existing RSU and PSU awards affected by the shelf withdrawal?

Existing RSU and PSU awards are not affected. The filing explicitly states the withdrawal of the shelf registration statement will not affect matters related to previously granted RSUs and PSUs, excluding those that had already vested and been settled in shares by April 13, 2026.

What period did Nomura’s withdrawn shelf registration cover?

The shelf registration was scheduled to be effective from May 25, 2024 to May 24, 2026. During this two-year period, Nomura could have disposed of treasury shares as common stock to satisfy RSU and PSU grants under its compensation plans.