野村控股美股招股说明书(2025-01-27版)

The information in this preliminary pricing supplement is not complete and may be changed. Thispreliminary pricing supplement is not an offer to sell nor does it seek an offer to buy these securities in anyjurisdiction where the offer or sale is not permitted.Filed Pursuant to Rule 424(b)(2) RegistrationStatement Nos. 333-273353333-273353-01 SUBJECT TO COMPLETION. DATED January 24, 2025 PRICING SUPPLEMENT TO THE PROSPECTUS DATED JULY 20, 2023 AND THE PRODUCTPROSPECTUSSUPPLEMENT DATED FEBRUARY 29, 2024 Autocallable Contingent Coupon Barrier Notes Linked to the Least Performing of the Equity Securities ofTesla, Inc. and Exxon Mobil Corporation due February 1, 2027 ·Nomura America Finance, LLC is offering the autocallable contingent coupon barrier notes linked to the leastperforming of the common stock of Tesla, Inc. and the common stock of Exxon Mobil Corporation (each, a“reference asset” and together, the “reference assets”) due February 1, 2027 (the “notes”) described below. Thenotes are unsecured securities. All payments on the notes are subject to our credit risk and that of the guarantorof the notes, Nomura Holdings, Inc. ·Quarterly contingent coupon payments at a rate of at least 5.00% (equivalent to at least 20.00% per annum) (tobe determined on the trade date), payable if the closing value of each reference asset on the applicable couponobservation date is greater than or equal to 60% of its initial value. ·Callable quarterly at the principal amount plus the applicable contingent coupon on any call observation date onor after July 28, 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 40%, 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.” ·Approximately a two 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 productprospectus 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 are set on the trade date (as determinedby reference to pricing models used by Nomura Securities International, Inc.) is expected to be between $900.00and $940.00 per $1,000 principal amount, which is expected to be less than the price to public. We expect delivery of the notes will be made against payment therefor on or about the original issue datespecified 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 SecuritiesInternational, Inc. or another of our affiliates may use the final pricing supplement in market-making transactions inthe notes after their initial sale.Unless we or our agent informs the purchaser otherwise in the confirmation ofsale, the final pricing supplement 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, 2025 July 28, 2025. In that case, you will receive a