[144] Natera, Inc. SEC Filing

Rhea-AI Filing Summary

Nomura Holdings, Inc. (NYSE: NMR) filed a Form 6-K with the U.S. SEC that primarily furnishes exhibits related to prospective U.S. dollar-denominated debt offerings. The filing attaches:

• $1.0 billion 7.000% Fixed-Rate Resetting Perpetual Subordinated Debt Securities – governed by a newly executed perpetual subordinated indenture with Citibank, N.A. as trustee.
• $750 million 4.904% Senior Fixed-Rate Notes due 2030.
• $500 million 5.491% Senior Fixed-Rate Notes due 2035.
• Legal opinions from Sullivan & Cromwell LLP and Anderson Mori & Tomotsune covering validity and enforceability of each security.

The exhibits are incorporated by reference into Nomura’s effective shelf registration statement on Form F-3 (No. 333-283915) filed 19 Dec 2024, enabling the company to issue up to $2.25 billion of new debt under the program when market conditions are favorable. No financial results, earnings guidance, or transaction pricing details beyond coupon, tenor and principal amount are provided. The filing is procedural, but it signals management’s intent to bolster liquidity and optimize its capital structure through a mix of senior and subordinated instruments that can qualify as additional Tier 1 capital under Basel standards.

Positive

• Enhanced funding flexibility: Registration of $2.25 billion multi-tenor USD notes gives Nomura quick access to U.S. capital markets when conditions are favorable.
• Potential AT1 capital boost: The 7.000% perpetual subordinated securities can qualify as Additional Tier 1, strengthening regulatory capital ratios without equity dilution.

Negative

• High coupon cost: A 7% perpetual coupon is expensive relative to Nomura’s historical funding levels, potentially pressuring net interest margins once issued.
• Prospective leverage increase: Issuing the full $2.25 billion would raise gross debt and could elevate leverage metrics if proceeds are not used to refinance existing obligations.

Insights

Fixed-Income Analyst

TL;DR: Nomura pre-positions $2.25 B of USD debt; neutral impact, improves funding flexibility but adds potential leverage.

The 6-K is chiefly administrative, supplying indentures, note forms and legal opinions so Nomura can tap U.S. markets under its F-3 shelf. A $1 B perpetual subordinated at 7% could be classified as AT1 capital, strengthening loss-absorbing buffers without diluting shareholders. The 4.904% 2030 and 5.491% 2035 senior notes extend average debt maturity at fixed coupons below current long-term JPY funding spreads after FX swap, arguably attractive. However, the high absolute coupon on the perpetual reflects investor risk perception and would lock in a sizeable cost of capital until first reset. Because the instruments are not yet issued, the immediate balance-sheet effect is nil; impact will depend on sizing and use of proceeds upon launch. Overall, this is neutral to mildly positive for credit investors and has minimal near-term effect on equity valuation.

Regulatory Capital Specialist

TL;DR: Filing facilitates AT1 issuance, modestly strengthens regulatory ratios once executed.

Under Basel III, perpetual subordinated notes with discretionary coupon can qualify as Additional Tier 1. Assuming full issuance and regulatory recognition, Nomura’s CET1 ratio would remain unchanged, but total capital ratio could rise ~40 bps. The legal opinions included satisfy U.S. disclosure rules, accelerating time-to-market. Because no issuance date or pricing beyond initial coupons is set, this is not immediately impactful, yet it enhances optionality should market windows open. Investors should monitor future 424B filings for final terms and capital impact.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Merrill Lynch 301 Tresser Blvd. 10th Floor Stamford CT 06901	4299	719490.79	136546580	07/01/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	07/01/2025	Equity Compensation	Natera			4299	07/01/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Gail Marcus 13011 MCCALLEN PASS BUILDING A SUITE 100 AUSTIN TX 78753	COMMON	04/01/2025	4000	563100.35
GAIL MARCUS 13011 MCCALLEN PASS BUILDING A SUITE 100 AUSTIN TX 78753	COMMON	05/01/2025	4000	606432.70
GAIL MARCUS 13011 MCCALLEN PASS BUILDING A SUITE 100 AUSTIN TX 78753	COMMON	06/10/2025	4000	657761.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What securities did Nomura (NMR) register in the July 2025 Form 6-K?

$1 B 7.000% perpetual subordinated notes, $750 M 4.904% senior notes due 2030, and $500 M 5.491% senior notes due 2035.

Does the filing mean the debt has already been issued?

No. The exhibits are incorporated into Nomura’s shelf registration, enabling but not obligating future issuance.

How might the perpetual subordinated notes affect Nomura’s capital ratios?

If treated as Additional Tier 1, they could lift the total capital ratio by roughly 40 bps once issued.

Why is the coupon on the perpetual notes set at 7%?

The higher rate compensates investors for subordination, perpetual tenor, and potential non-payment risk inherent in AT1 instruments.

What is the relevance of the legal opinions attached?

They confirm the validity and enforceability of the debt, satisfying SEC requirements and smoothing the path for market issuance.