野村控股美股招股说明书(2025-01-15版)

Nomura America Finance, LLC$15,250,000Callable Contingent Coupon Index and ETF-Linked Notesdue January 19, 2028guaranteed byNomura Holdings, Inc. Payment at Maturity:The amount that you will be paid on your notes at maturity, if they have not been redeemedby us, in addition to the final coupon, if any, is based on the performance of the underlier with the lowest underlierreturn.You could lose your entire investment in the notes. Coupon Payments:The notes will pay a contingent monthly coupon on a coupon payment date if the closing valueof each underlier isgreater thanorequal toits coupon trigger value on the related coupon observation date. Company’s Redemption Right:Prior to the stated maturity date, we may redeem your notes at our option on anycoupon payment date commencing in February 2025. The return on your notes is linked, in part, to the performance of the Utilities Select Sector SPDR®Fund, andnot to that of the underlying index on which the Utilities Select Sector SPDR®Fund is based. You should read the disclosure herein to better understand the terms and risks of your investment, includingthe credit risk of Nomura America Finance, LLC and Nomura Holdings, Inc. See page PS-11. Key Terms Investing in the notes involves significant risks, including Nomura America Finance, LLC and NomuraHoldings, Inc.’s credit risk. You should carefully consider the risk factors under “Selected Risk Factors”beginning on page PS-10 of this pricing supplement, under “Additional Risk Factors Specific to the Notes”beginning on page PS-18 of the accompanying product prospectus supplement, under “Risk Factors” beginningon page 6 in the accompanying prospectus and any risk factors incorporated by reference into the accompanyingprospectus before you invest in the notes. The estimated value of your notes at the time the terms of your notes were set on the trade date (as determined byreference to pricing models used by Nomura Securities International, Inc.) is $982.80 per $1,000 face amount, whichis less than the original issue price. Delivery of the notes will be made against payment therefor on the original issue date. The notes will be unsecured obligations of Nomura America Finance, LLC. Nomura America Finance, LLC is not abank, and the notes will not constitute deposits insured by the U.S. Federal Deposit Insurance Corporation or anyother governmental agency or instrumentality. Neither the Securities and Exchange Commission nor any other regulatory body has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this pricing supplement. Anyrepresentation to the contrary is a criminal offense. Goldman Sachs & Co. LLCJanuary 13, 2025 PS-2 The issue price, underwriting discount and net proceeds listed above relate to the notes we sell initially. We maydecide to sell additional notes after the date of this pricing supplement, at issue prices and with underwritingdiscounts and net proceeds that differ from the amounts set forth above. The return (whether positive or negative)on your investment in notes will depend in part on the issue price you pay for such notes. Nomura America Finance, LLC may use this prospectus in the initial sale of the notes. In addition, NomuraSecurities International, Inc. or any other affiliate of Nomura America Finance, LLC may use this prospectus in amarket-making transaction in a note after its initial sale.Unless Nomura America Finance, LLC or its agentinforms the purchaser otherwise in the confirmation of sale, this prospectus is being used in a market-makingtransaction. ADDITIONAL INFORMATION You should read this pricing supplement together with the prospectus, dated July 20, 2023 (the “prospectus”), andthe product prospectus supplement, dated February 29, 2024 (the “product prospectus supplement”), relating to ourSenior Global Medium-Term Notes, Series A, of which these notes are a part.In the event of any conflictbetween the terms of this pricing supplement and the terms of the prospectus or the product prospectussupplement, the terms of this pricing supplement will control. This pricing supplement, together with the prospectus and the product prospectus supplement, contains the termsof the notes. You should carefully consider, among other things, the matters set forth under “Risk Factors” in theaccompanying prospectus, under “Additional Risk Factors Specific to the Notes” in the accompanying productprospectus supplement, and under “Selected Risk Factors” beginning on page PS-10 of this pricing supplement.We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the notes. We have not authorized anyone to provide any information or to make any representations other than thosecontained or incorporated by reference in this pricing supplement. We take no responsibility for, and can provideno assurance as to the reliability of, any other information that others may provide. This pricing supplement is anoffer