NOMURA HOLDINGS INC (NRSCF) SEC Filings

Nomura America Finance, LLC is offering Senior Global Medium-Term Notes, Series A, fully and unconditionally guaranteed by Nomura Holdings, Inc. These are issuer-redeemable contingent coupon barrier notes linked to the least performing of the S&P 500, Nasdaq-100 and Russell 2000 indices, with a trade date of July 24, 2026 and stated maturity on July 29, 2031.

The notes pay a contingent monthly coupon of approximately 0.9417% (about 11.30% per annum) only if, on each observation date, all three indices are at or above 65% of their initial values60% of its initial value; below that level, repayment is reduced one-for-one with the index loss and investors may lose up to 100% of principal.

The issuer may redeem the notes at its option on specified dates beginning January 28, 2027, paying principal plus any due coupon. The price to public is 100% of principal, with an agent’s commission of up to 0.60% and at least 99.40% of proceeds to the issuer. The estimated initial value is expected to be $951.30–$981.30 per $1,000, below the issue price. The notes are unsecured, subject to Nomura’s credit risk, not insured by the FDIC, will not be listed on any securities exchange, and may have limited or no secondary market liquidity.

Nomura America Finance, LLC, fully guaranteed by Nomura Holdings, Inc., is issuing senior unsecured medium‑term notes linked to the least performing of the S&P 500 Index, Nasdaq‑100 Index and Russell 2000 Index, maturing on July 25, 2031. The notes pay a contingent monthly coupon of approximately 1.0583% (about 12.70% per year) only when each index closes at or above a contingent coupon barrier set at 70% of its initial level on the relevant observation date; coupons can be zero for the entire term.

At maturity, if not earlier redeemed, investors receive a cash settlement based on the worst‑performing index: principal plus final coupon if that index is at or above its coupon barrier; principal only if it is between 55% and 70% of its initial level; or a 1‑for‑1 loss of principal in line with the index decline if it finishes below 55%, up to a total loss of the investment. Nomura may redeem the notes early on specified dates starting October 27, 2026 by paying principal plus any due coupon. The estimated initial value is between $954.40 and $984.40 per $1,000, below the 100% public offering price, reflecting fees, hedging and funding costs, and the notes will not be listed on an exchange. Investors are exposed to Nomura’s credit risk, market volatility of all three indices, limited upside (no participation in index appreciation) and uncertain tax treatment.

Nomura Holdings outlines its corporate governance and capital management framework, emphasizing full compliance with Japan’s Corporate Governance Code and operation as a company with three statutory board committees dominated by seven outside directors out of eleven.

The group reports return on equity of 10.0% and pretax profit of ¥472.0 billion for the year ended March 2025, and ROE of 10.1% with pretax profit of ¥539.8 billion for the year ended March 2026. Management has raised 2030 quantitative targets to ROE of 10–12%+ and income before income taxes of over ¥750 billion, compared with an initial goal of over ¥500 billion, aiming to generate returns above an estimated 10% cost of equity; price-to-book was 0.96 times as of March 31, 2026.

The report details diversity and human‑capital initiatives, including women representing 22.2% of managers at Nomura Securities and 24% of managers group‑wide, with a 30% target by 2030, and explains incentive structures linking executive pay to metrics such as earnings per share of ¥118.99 and total shareholder return of 138.2%.

Nomura America Finance, LLC is offering senior unsecured Issuer Redeemable Contingent Coupon Barrier Notes due January 25, 2028, fully and unconditionally guaranteed by Nomura Holdings, Inc. The notes are linked to the least performing of the S&P 500 Index and the Russell 2000 Index.

Investors may receive a contingent monthly coupon of about 0.8667% (equivalent to at least 10.40% per annum) per $1,000 principal if on each coupon observation date both indices are at or above 65.00% of their initial values. The issuer may redeem the notes at its option on any monthly coupon date on or after August 25, 2026, paying principal plus any due coupon.

If the notes are not redeemed, at maturity investors receive principal plus the final coupon only if the worst-performing index is at or above its 65.00% barrier; otherwise repayment is reduced 1-for-1 with the decline in that index, with up to a 100% loss of principal. The estimated initial value is expected between $959.60 and $989.60 per $1,000, below the 100% issue price. The notes are not FDIC insured, will not be listed on an exchange, and carry Nomura credit and structural, market, and tax risks.

Nomura Holdings, Inc. presents five-year financial data showing its scale and profitability. For the year ended March 31 2026, total revenue was 4,758,486 (millions of yen), net revenue 2,167,713 (millions of yen), income before income taxes 539,821 (millions of yen), and net income attributable to shareholders 362,129 (millions of yen). Total assets were 62,645,925 (millions of yen) and return on shareholders’ equity was 10.09%.

The group operates globally with 1,554 consolidated subsidiaries and variable interest entities and 15 equity‑method affiliates, centered on wealth management, investment management, wholesale, and a newly established Banking Division. Management’s 2030 vision, Reaching for Sustainable Growth, targets 10–12%+ ROE and income before income taxes of over ¥750 billion, emphasizing private markets, stable fee revenues, and disciplined cost and risk control.

Nomura highlights extensive sustainability and human capital initiatives. It aims for net zero GHG emissions in its own operations by FY2030/31 and for lending and investment portfolios by FY2050/51, and pursued sustainable financing of US$21.5 billion in FY2024/25 toward a five‑year US$125 billion goal. The group reports labor productivity of ¥75.6 million revenue per employee, a disability employment rate of 2.71%, female managers at 23.8%, and broad training and inclusion programs, while outlining detailed risk factors spanning market volatility, competition, credit and liquidity, model, climate and event risks.

Nomura America Finance, LLC is offering Issuer Redeemable Contingent Coupon Barrier Notes linked to the least performing of the S&P 500®, Russell 2000® and Nasdaq-100, with a trade date of July 16, 2026, expected original issue date July 21, 2026 and stated maturity July 19, 2029. Each note has a $1,000 denomination. The notes pay a contingent quarterly coupon of at least $28.75 per $1,000 (a contingent coupon rate of 2.875% quarterly, 11.50% per annum) if each reference asset closes at or above a contingent coupon barrier of 70.00% of its initial value on observation dates. A barrier value is 65.00%; if the least performing reference asset finishes below that barrier at maturity you may lose up to 100% of principal. The front cover shows an estimated value range of $947.40 to $977.40 per $1,000 and an original issue price of 100.00% of principal, with an agent’s commission of up to 0.55%.

Nomura America Finance, LLC is offering Issuer Redeemable Contingent Coupon Barrier Notes linked to the least performing of the S&P 500®, Russell 2000® and Nasdaq-100, with an expected trade date of July 15, 2026 and an original issue date of July 20, 2026. The notes mature on or about July 19, 2029 and pay a monthly contingent coupon of at least 1.0333% monthly (equivalent to 12.40% per annum) if each reference asset on a coupon observation date is at or above its contingent coupon barrier (set at 70.00% of initial value). At maturity, if the least performing reference asset is: at or above its contingent coupon barrier, investors receive $1,000 + final contingent coupon; at or above its barrier value (55.00% of initial value) but below the contingent coupon barrier, they receive $1,000; if below the barrier value, the cash settlement equals $1,000 × (1 + reference asset performance), exposing holders to up to 100% principal loss. The notes are unsecured obligations of the issuer and are fully and unconditionally guaranteed by Nomura Holdings, Inc.

Nomura America Finance, LLC priced an offering of U.S. dollar-denominated autocallable contingent coupon barrier notes, fully guaranteed by Nomura Holdings, Inc. The notes reference the least performing of the S&P 500, Russell 2000 and Nasdaq-100, with a Stated Maturity of July 13, 2028 and an expected Original Issue Date of July 15, 2026.

The notes pay a contingent quarterly coupon at a rate of at least 2.8125% per quarter (annualized 11.25%) if each reference asset is at or above a contingent coupon barrier of 75.00% of its initial value on coupon observation dates. The notes are callable beginning on the coupon observation date of January 11, 2027 if each reference asset is at or above its call barrier of 100.00% of initial value. Estimated value on the trade date is between $931.70 and $961.70 per $1,000 principal amount; price to public is 100.00%.

Nomura America Finance, LLC is offering US$1,000,000 of Digital Barrier Notes linked to the least performing of the S&P 500® and the Russell 2000® with a digital return of 5.65% and maturity on April 9, 2027. The notes pay $1,000 + $1,000×5.65% at maturity if the least performing reference asset’s final value is at or above its 70.00% barrier (SPX barrier 5,276.20; RTY barrier 2,106.679). If the final value is below the barrier, holders receive $1,000 + $1,000×(reference asset performance) and may lose up to 100% of principal. Trade date is July 6, 2026 and original issue date is July 9, 2026. The estimated model value on the trade date was $988.40 per $1,000. The notes are unsecured obligations of the issuer, fully guaranteed by Nomura Holdings, Inc., do not pay interest, and are not FDIC insured.