Executive stock awards lead Nomura (NYSE: NMR) to dispose treasury shares

Rhea-AI Filing Summary

Nomura Holdings, Inc. plans to dispose of treasury shares to fund long-term stock-based compensation for directors, executive officers, and employees through Restricted Stock Units (RSUs) and Performance Share Units (PSUs). All awards use the company’s existing treasury stock as consideration via monetary compensation claims contributed in kind.

For RSUs, Nomura will dispose of 9,375,700, 9,295,800, 9,217,000 and 1,848,300 common shares at a disposition price of 1,274 yen per share, with payment periods between April 2027 and May 2030. For PSU No.3, 811,500 shares are earmarked for disposal over April 2029 to September 2029, with final grants tied to three-year Return on Equity and Total Shareholder Return performance, each weighted 50% and adjustable from 0% to 150% of the base share number.

Insights

Equity compensation and capital structure analyst

Nomura channels treasury stock into sizeable, performance-linked equity awards.

Nomura Holdings is using existing treasury shares to deliver RSU and PSU compensation, disposing of multiple million-share blocks at 1,274 yen per share. This shifts value from treasury stock to employees without issuing new shares in the market.

The PSU program (No.3) ties ultimate share delivery on 811,500 base shares to a three-year mix of Return on Equity and Total Shareholder Return, each weighted 50% with payout ratios ranging from 0% to 150%. This links senior management rewards directly to multi-year performance metrics.

Payment periods span 2027 to 2030 for RSUs and into 2029 for PSUs, so any dilution impact is spread over time and depends on performance outcomes for PSUs. Subsequent company filings will quantify how many shares are ultimately delivered under the performance-based plan.

Key Figures

RSU No.64 shares disposed: 9,375,700 shares RSU No.65 shares disposed: 9,295,800 shares RSU No.66 shares disposed: 9,217,000 shares +5 more

8 metrics

RSU No.64 shares disposed 9,375,700 shares Class and number of shares to be disposed for RSU No.64

RSU No.65 shares disposed 9,295,800 shares Class and number of shares to be disposed for RSU No.65

RSU No.66 shares disposed 9,217,000 shares Class and number of shares to be disposed for RSU No.66

RSU No.67 shares disposed 1,848,300 shares Class and number of shares to be disposed for RSU No.67

PSU No.3 shares disposed 811,500 shares Class and number of shares to be disposed for PSU No.3

Disposition price per share 1,274 yen per share Common disposition price for all RSU and PSU disposals

Total disposition amount RSU No.64 11,944,641,800 yen Total amount of disposition price for RSU No.64

Total disposition amount PSU No.3 1,033,851,000 yen Total amount of disposition price for PSU No.3

Key Terms

Restricted Stock Units (RSUs), Performance Share Units (PSUs), treasury shares, Return on Equity (ROE, +2 more

6 terms

Restricted Stock Units (RSUs) financial

"the Company has decided to grant Restricted Stock Units (RSUs) under its 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

"The Company has also decided to grant Performance Share Units (PSUs) under its PSU Plan"

treasury shares financial

"Nomura Announces Disposal of Treasury Shares for Stock Award"

Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.

Return on Equity (ROE financial

"ROE | | 50% | | 0%~150% | | Calculated based on the actual (average) values"

Total Shareholder Return (TSR) financial

"TSR | | 50% | | 0%~150% | | Calculated based on the actual value"

Total shareholder return (TSR) measures how much an investment in a company's stock has grown over a specific period by combining the change in the share price and all dividends paid, expressed as a percentage. Think of it like tracking the total balance of a savings jar that increases both from added cash (dividends) and a rising sticker price on the jar (share price); investors use TSR to compare how well different stocks or managers deliver real, money-in-hand returns.

contribution-in-kind financial

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

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 May 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 Announces Disposal of Treasury Shares for 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.

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

Nomura Announces Disposal of Treasury Shares for Stock Award

Tokyo, May 14, 2026—Nomura Holdings, Inc. (the “Company”) today announced that its Executive Management Board has determined to dispose of treasury shares as outlined below¹.

1. Purpose of Disposition of Treasury Stock

As announced in the news release titled “Nomura to Grant Restricted Stock Units (RSUs) and Performance Share Units (PSUs)” issued on April 24, 2026, the Company has decided to grant Restricted Stock Units (RSUs) under its RSU Plan to directors, executive officers, and employees of the Company and its subsidiaries. The RSUs will be granted as deferred compensation using the Company’s treasury stock.

The Company has also decided to grant Performance Share Units (PSUs) under its PSU Plan to directors and executive officers as deferred compensation using its treasury stock.

Under the RSU Plan, the Company will, in principle, grant each allottee monetary compensation claims after a deferral period determined in advance by the Company. Upon disposal of treasury shares, the allottees will contribute those claims in kind to the Company, and the Company will allot a number of shares corresponding to the number of RSUs previously determined for each allottee.

Under the PSU Plan, after a three-year performance evaluation period, and based on the achievement of the performance targets for that period, the Company will grant each allotee monetary compensation claims. Upon disposal of treasury shares, the allottees will contribute those claims in kind to the Company. In return, the Company will allot a number of shares corresponding to the number of PSUs previously determined for each allottee.

For RSUs, the allotment date for the disposal of treasury shares will, in principle, be about one to three years (RSUs No. 64 to No. 66) from the date of the disposal decision, in line with the above-mentioned deferral period. For employees who are subject to compensation regulations in Europe, the allotment date will be about four years from the date of the decision (RSU No.67).

Until last year, the Company granted RSUs to employees subject to compensation regulations in Europe, with an allotment date of about seven years from the date of the decision to dispose of treasury shares. However, following amendments to the regulations, this year the Company will grant RSUs with an allotment date of about four years after the date of the disposal decision.

For PSU No.3, the allotment date for the disposal of treasury shares will, in principle, be about three years from the date of the disposal decision, corresponding to the above-mentioned performance evaluation period.

¹  Allotment of the disposition of treasury stock to each of the Company’s directors and executive officers is in accordance with the decision made by the Compensation Committee.

2. Number of Shares to be Allotted and Allottees²

(1) RSU

(i) Shares to be Allotted to Directors and Executive Officers of the Company

		Directors and Executive Officers (Excluding Outside Directors)
		Number of Allottees				Number of Shares to be Allotted
RSU No.64			9				852,200
RSU No.65			9				851,900
RSU No.66			9				851,400

(ii) Shares to be Allotted to Employees, etc.

		Employees of the Company								Directors, Executive Officers, and Employees of the Company’s Subsidiaries, etc.
		Number of Allottees				Number of Shares to be Allotted				Number of Allottees				Number of Shares to be Allotted
RSU No.64			32				107,300				2,355				8,416,200
RSU No.65			32				106,300				2,355				8,337,600
RSU No.66			32				104,900				2,355				8,260,700
RSU No.67			3				35,900				240				1,812,400

(2) PSU

		Directors and Executive Officers (Excluding Outside Directors)
		Number of Allottees				Number of Shares to be Allotted3
PSU No.3			2				811,500

At the end of the performance evaluation period, the number of shares to be granted will be calculated in accordance with the following method.

(i) Quantitative Evaluation Items and Grant Ratio

Performance Indicators		Composition ratio		Change in the grant ratio		Evaluation method
ROE		50%		0%~150%		Calculated based on the actual (average) values for the three-year performance evaluation period
TSR		50%		0%~150%		Calculated based on the actual value (absolute value) during the three-year performance evaluation period

²  The number of shares to be allotted above is based on the assumption that all monetary compensation claims to be granted to the allottees in accordance with the RSU Plan and the PSU Plan are contributed. The actual amount of monetary compensation claims to be contributed in kind will be calculated by deducting a certain amount to be granted in cash, the amount of which will be determined in consideration of withholding to be made by the company with respect to the RSU Plan and the PSU Plan based on each country’s tax regulations, from the amount of such monetary compensation claims, and hence the number of shares to be actually allotted is expected to decrease from the above numbers.

³  As for the PSU Plan, the number of shares to be allotted above is the maximum number (150% of the base number of shares) which will be calculated on the basis of the base number of shares (541,000 shares) and is expected to be decreased, depending on the degree of achievement of the performance targets. In addition, the number of shares to be allotted is an estimated number at this point, and, if the allottee’s continuous service is terminated prior to vesting date due to his/her own reasons, or any other certain events arise, the number of shares to be allotted may decrease without subscription of the company’s shares.

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(ii) Calculation method for the number of shares to be paid:

The number of shares to be granted is calculated by multiplying the base number of shares⁴ by the weighted average of the grant ratio based on ROE and the grant ratio based on TSR.

3. Summary of Disposition of Treasury Stock

(1) RSU

		RSU No.64		RSU No.65		RSU No.66		RSU No.67
1.  Payment Period		April 20, 2027 to May 19, 2027		April 20, 2028 to May 19, 2028		April 20, 2029 to May 19, 2029		April 20, 2030 to May 19, 2030
2.  Class and Number of Shares to be Disposed		9,375,700 shares of common stock of the Company		9,295,800 shares of common stock of the Company		9,217,000 shares of common stock of the Company		1,848,300 shares of common stock of the Company
3.  Disposition Price		1,274 yen per share
4.  Total Amount of Disposition Price		11,944,641,800 yen		11,842,849,200 yen		11,742,458,000 yen		2,354,734,200 yen
5.  Assets to be Contributed		Assets to be Contributed: assets other than cash (contribution-in-kind) Description of Assets: monetary compensation claims granted by the Company pursuant to the Decision
		Value of Assets to be Contributed: 11,944,641,800 yen (price per share is equivalent to the disposition price)		Value of Assets to be Contributed: 11,842,849,200 yen (price per share is equivalent to the disposition price)		Value of Assets to be Contributed: 11,742,458,000 yen (price per share is equivalent to the disposition price)		Value of Assets to be Contributed: 2,354,734,200 yen (price per share is equivalent to the disposition price)
6.  Method of Disposition		To be 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.  Allottee and Number		Total of 2,396 Directors, Executive Officers, and employees, etc., of the Company and its subsidiaries		Total of 2,396 Directors, Executive Officers, and employees, etc., of the Company and its subsidiaries		Total of 2,396 Directors, Executive Officers, and employees, etc., of the Company and its subsidiaries		Total of 243 Employees of the Company and Directors, Executive Officers, and employees, etc., of the Company’s subsidiaries
9.  Other		In connection with the disposal of treasury shares in this table, the Company will file an extraordinary report in accordance with the Financial Instruments and Exchange Act.

⁴  The base number of shares is the number of shares which shall be calculated by dividing the amount determined with reference to the performance and qualitative evaluation of the target fiscal year, as well as competitor benchmarking by the price of NHI common stock at the time of grant.

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(2) PSU

		PSU No.3
1.  Payment Period		April 20, 2029 to September 30, 2029
2.  Class and Number of Shares to be Disposed		811,500 shares of common stock of the Company
3.  Disposition Price		1,274 yen per share
4.  Total Amount of Disposition Price		1,033,851,000 yen
5.  Assets to be Contributed		Assets to be Contributed: assets other than cash (contribution-in-kind) Description of Assets: monetary compensation claims granted by the Company pursuant to the Decision
		Value of Assets to be Contributed: 1,033,851,000 yen (price per share is equivalent to the disposition price)
6.  Method of Disposition		To be 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.  Allottee and Number		Total of 2 Directors and Executive Officers of the Company
9.  Others		In connection with the disposal of treasury shares in this table, the Company will file an extraordinary report in accordance with the Financial Instruments and Exchange Act.

When the number of issued and outstanding shares of the Company increases or decreases as a result of reverse stock split, stock split, or allotment of stock without contribution, etc., the number of shares to be disposed (including the number of shares to be allotted stated in “2. Number of Shares to be Allotted and Allottees” above) and the disposition price, etc., listed above could be reasonably adjusted according to the ratio of stock split, etc.

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4. Calculation Basis of Disposition Price and its Specific Content

The disposition price for the disposal of treasury shares is 1,274 yen, which is the closing price of the Company’s shares of common stock on the Tokyo Stock Exchange on the business day immediately preceding the date of the decision to dispose of treasury shares (May 13, 2026), rounded up to the nearest yen. The reason for adopting this closing price is that the Company has determined that, since the Company’s shares of common stock are listed and there are no special circumstances indicating that the latest share price cannot be relied on, the Company considers this price to be reasonable because it reflects business performance and market supply and demand, excludes arbitrariness, and does not constitute an offering at a favorable price.

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.

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FAQ

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

Nomura announced plans to dispose of treasury shares to fund RSU and PSU stock awards. The shares will be allotted to directors, executive officers, and employees as deferred compensation, using monetary compensation claims contributed in kind instead of raising new equity from the market.

How many Nomura shares are allocated to the new RSU awards?

Nomura plans to dispose of 9,375,700, 9,295,800, 9,217,000 and 1,848,300 common shares for RSU programs No.64 to No.67. These shares support deferred stock compensation for directors, officers, and employees across the parent company and its subsidiaries over several future years.

What are the key terms of Nomura’s PSU No.3 stock award program?

PSU No.3 uses 811,500 Nomura common shares at a disposition price of 1,274 yen per share. Final shares delivered depend on three-year Return on Equity and Total Shareholder Return, each weighted 50%, with grant ratios adjustable between 0% and 150% of the base share number.

When will the RSU and PSU share disposals at Nomura take place?

For RSUs, payment periods run from April 20, 2027 to May 19, 2030, depending on the specific RSU tranche. For PSU No.3, the payment period runs from April 20, 2029 to September 30, 2029, following completion of the three-year performance evaluation period tied to ROE and TSR.

At what price will Nomura dispose of treasury shares for these awards?

All RSU and PSU disposals use a disposition price of 1,274 yen per share. This equals the Tokyo Stock Exchange closing price on the business day before the decision, May 13, 2026, which Nomura states reflects performance and market conditions and avoids granting shares at a favorable price.

How are Nomura’s PSU No.3 awards linked to company performance?

PSU No.3 awards are based on a three-year performance evaluation using Return on Equity and Total Shareholder Return. Each metric has a 50% weighting, and the grant ratio can range from 0% to 150%, directly scaling the final number of shares granted to performance outcomes.