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Nomura America Finance, LLC is offering US$815,000 of autocalable contingent coupon barrier notes, fully guaranteed by Nomura Holdings, Inc. The notes link to the least performing of the SPX, RTY and NDXT, trade date May 22, 2026, original issue date May 28, 2026 and stated maturity May 25, 2029. The contingent coupon is 0.75% monthly (9.00% per annum) payable only if each reference asset closes at or above its contingent coupon barrier on coupon observation dates. Call from November 23, 2026 if all reference assets are at or above 100% call barriers. If not called, maturity payoff depends on the least performing reference asset and could result in a loss of up to 100% of principal. The pricing models estimated value was $980.20 per $1,000, below the 100.00% issue price.
Nomura America Finance, LLC priced US$7,825,000 of Senior Global Medium-Term Notes, Series A — Digital Buffer Notes linked to the S&P 500® Index with a stated maturity of July 1, 2027. The notes pay a capped cash amount equal to principal plus a digital return of 7.18% if the final index value is at or above an 80.00% buffer of the initial value. If the final index value is below the buffer, holders incur 1.25x exposure to losses beyond a -20.00% performance and may lose up to 100% of principal. Initial value was 7,445.72, buffer value 5,956.58, original issue price 100.00%, and the trade/original issue dates are May 22, 2026/May 28, 2026.
The notes are unsecured, fully guaranteed by Nomura Holdings, Inc., not listed, do not bear interest, and involve credit risk of Nomura. The pricing models used by Nomura’s affiliates produced an estimated value of $987.20 per $1,000 at terms setting, below the public price.
Kitamura Takumi reported acquisition or exercise transactions in this Form 4 filing.
Nomura Holdings Inc. officer Kitamura Takumi reported new equity-based compensation and updated holdings. On May 25, 2026, he received three grants of Notional Stock Units covering 28,029, 28,030 and 28,030 units, each linked to one share of common stock and payable in cash. These units are scheduled to deliver value on April 1, 2027, April 1, 2028, and April 1, 2029. Following these awards, he holds 144,534 common shares directly and 1,000 shares indirectly through his spouse, along with the reported notional units.
Kato Sotaro reported acquisition or exercise transactions in this Form 4 filing.
Nomura Holdings executive Kato Sotaro reported equity-related compensation in the form of cash-settled notional stock units and updated share holdings. He directly holds 62,774 shares of Common Stock. He also received three grants of Notional Stock Units of 27,655, 27,655 and 27,656 units, each representing the right to receive cash equal to one share of Common Stock and linked to future dates in 2027, 2028 and 2029.
NOMURA HOLDINGS INC officer Christopher Paul Willcox reported compensation-related equity activity. He received three grants of Notional Stock Units, each representing the right to receive cash equal in value to one share of Common Stock, with exercise dates on April 1, 2027, April 1, 2028, and April 1, 2029. These awards were recorded with transaction code A for grant or award acquisitions and carry a conversion price of $0.00 per unit. Willcox also reported direct ownership of 14,586 shares of Common Stock following the reported transactions.
Nomura Holdings executive Toshiyasu Iiyama reported new compensation awards linked to the company’s stock. He received three grants of Notional Stock Units on May 25, 2026, covering 66,543 units, 66,544 units, and 66,544 units, each tied to an equal number of underlying shares of common stock.
Each Notional Stock Unit represents the right to receive cash equal in value to one share of common stock, with scheduled exercise dates on April 1, 2029, April 1, 2028, and April 1, 2027. Following these equity-linked awards, Iiyama directly holds 301,656 shares of Nomura Holdings common stock, and no open-market purchases or sales were reported in this filing.
Nomura Holdings director Masahiro Ishizuka reported a compensation-related stock grant. He acquired 236.799 shares of Common Stock at $8.21 per share in a grant/award transaction held indirectly through an officers' stock ownership plan. After this grant, indirect holdings were 793.697 shares, and a separate holding entry shows 9,900 shares held directly.
Mori Takako reported acquisition or exercise transactions in this Form 4 filing.
Nomura Holdings executive Mori Takako reported new equity awards in the form of Restricted Stock Units (RSUs). On May 25, 2026, she received RSU grants covering 1,300, 1,400 and 1,400 units, each representing the right to receive one share of common stock.
The RSUs are scheduled to be deliverable in common stock on April 1, 2029, April 1, 2028 and April 1, 2027, respectively. Following these awards, Mori directly owns 22,925 shares of Nomura common stock, in addition to the reported RSU positions.