野村控股美股招股说明书(2025-01-21版)

US$700,000Nomura America Finance, LLCSenior Global Medium-Term Notes, Series AFully and Unconditionally Guaranteed by Nomura Holdings, Inc. Autocallable Contingent Coupon Barrier Notes Linked to the Least Performing of the Equity Securities ofSchlumberger N.V. (Schlumberger Limited), Exxon Mobil Corporation and Cameco Corporation dueJanuary 22, 2026 ·Nomura America Finance, LLC is offering the autocallable contingent coupon barrier notes linked to the leastperforming of the common stock of Schlumberger N.V. (Schlumberger Limited), the common stock of ExxonMobil Corporation and the common shares of Cameco Corporation (each, a “reference asset” and together, the“reference assets”) due January 22, 2026 (the “notes”) described below. The notes are unsecured securities. Allpayments on the notes are subject to our credit risk and that of the guarantor of the notes, NomuraHoldings, Inc. ·Quarterly contingent coupon payments at a rate of 2.5275% (equivalent to 10.11% per annum), payable if theclosing value of each reference asset on the applicable coupon observation date is greater than or equal to 50%of its initial value. ·Callable quarterly at the principal amount plus the applicable contingent coupon on any call observation date onor after April 16, 2025 if the closing value of each reference asset is at or above its call barrier level. ·If the notes are not called and the least performing reference asset declines by more than 50%, there is fullexposure to declines in the least performing reference asset, and you will lose all or a portion of your principalamount at maturity. The reference asset with the lowest reference asset performance is the “least performingreference asset.” One year maturity, if not called. ·The notes will not be listed on any securities exchange. ·The notes are not ordinary debt securities, and you should carefully consider whether the notes aresuited to your particular circumstances. Investing in the notes involves significant risks, including our and Nomura’s credit risk. You shouldcarefully consider the risk factors under “Additional Risk Factors Specific to Your Notes” beginning on page PS-6of this pricing supplement, under “Risk Factors” beginning on page 6 in the accompanying prospectus, under“Additional Risk Factors Specific to the Notes” beginning on page PS-18 of the accompanying product prospectus supplement, and any risk factors incorporated by reference into the accompanying prospectus beforeyou invest in the notes. The estimated value of your notes at the time the terms of your notes were set on the trade date (asdetermined by reference to pricing models used by Nomura Securities International, Inc.) is $975.50 per $1,000principal amount, which is less than the price to public. Delivery of the notes will be made against payment therefor on the original issue date specified below. The notes will be our unsecured obligations. We are not a bank, and the notes will not constitute depositsinsured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency or instrumentality. Nomura Securities International, Inc., acting as the distribution agent, will purchase the notes from us at theprice to the public less the agent’s commission. The price to public, agent’s commission and proceeds to issuer listedabove relate to the notes we sell initially. We may decide to sell additional notes after the trade date but prior to theoriginal issue date, at a price to public, agent’s commission and proceeds to issuer that differ from the amounts setforth above, but the agent’s commission will not exceed the amount set forth above and the proceeds to issuer willnot be less than the amount set forth above. Certain dealers who purchase the notes for sale to certain fee-basedadvisory accounts may forgo some or all of their selling concessions, fees or commissions. We will use this pricing supplement in the initial sale of the notes. In addition, Nomura Securities International,Inc. or another of our affiliates may use this pricing supplement in market-making transactions in the notes aftertheir initial sale.Unless we or our agent informs the purchaser otherwise in the confirmation of sale, this pricingsupplement is being used in a market-making transaction. 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. Nomura January 16, 2025 ADDITIONAL INFORMATION You should read this pricing supplement together with the prospectus, dated July 20, 2023 (the “prospectus”),and the product prospectus supplement, dated February 29, 2024 (the “product prospectus supplement”), relatingto our Senior 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 produ