野村控股美股招股说明书(2025-04-24版)

$3,042,000Callable Contingent Coupon Index-Linked Notes due April27, 2028guaranteed by Nomura Holdings,Inc. Payment at Maturity:The amount that you will be paid on your notes at maturity, if they have not been redeemed by us, in addition to the finalcoupon, if any, is based on the performance of the underlier with the lowest underlier return.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 level of each underlier isgreater thanorequal toits coupon trigger level 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 any coupon payment date Investing in the notes involves significant risks, including Nomura America Finance, LLC and Nomura Holdings,Inc.’s credit risk. You shouldcarefully consider the risk factors under “Selected Risk Factors” beginning on pagePS-9 of this pricing supplement, under “Additional RiskFactors Specific to the Notes” beginning on pagePS-18 of the accompanying product prospectus supplement, under “Risk Factors” beginning The estimated value of your notes at the time the terms of your notes were set on the trade date (as determined by reference to pricing models usedby Nomura Securities International,Inc.) is $963.70 per $1,000 face amount, which is 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 a bank, and the notes will notconstitute deposits insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency or instrumentality. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passedupon the accuracy or adequacy of this pricing supplement. Any representation to the contrary is a criminal offense. Goldman Sachs& Co. LLCApril22, 2025 The issue price, underwriting discount and net proceeds listed above relate to the notes we sell initially. We may decide to sell additional notes afterthe date of this pricing supplement, at issue prices and with underwriting discounts and net proceeds that differ from the amounts set forth above. Nomura America Finance, LLC may use this prospectus in the initial sale of the notes. In addition, Nomura Securities International,Inc. or anyother affiliate of Nomura America Finance, LLC may use this prospectus in a market-making transaction in a note after its initial sale.UnlessNomura America Finance, LLC or its agent informs the purchaser otherwise in the confirmation of sale, this prospectus is being used in a ADDITIONAL INFORMATION You should read this pricing supplement together with the prospectus, dated July20, 2023 (the “prospectus”), and the product prospectussupplement, dated February29, 2024 (the “product prospectus supplement”), relating to our Senior Global Medium-Term Notes, SeriesA, ofwhich these notes are a part.In the event of any conflict between the terms of this pricing supplement and the terms of the prospectus or the This pricing supplement, together with the prospectus and the product prospectus supplement, contains the terms of the notes. You should carefullyconsider, among other things, the matters set forth under “Risk Factors” in the accompanying prospectus, under “Additional Risk Factors Specificto the Notes” in the accompanying product prospectus supplement, and under “Selected Risk Factors” beginning on pagePS-9 of this pricing We have not authorized anyone to provide any information or to make any representations other than those contained or incorporated by referencein this pricing supplement. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that othersmay provide. This pricing supplement is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where •Prospectus dated July20, 2023: SUPPLEMENTAL TERMS OF THE NOTES For purposes of the notes offered by this pricing supplement, all references to each of the following terms used in the accompanying productprospectus supplement will be deemed to refer to the corresponding term used in this pricing supplement, as set forth in the table below: Market Disruption Event The following description supersedes the market disruption event disclosure in “General Terms of the Notes — Market Disruption Events —Reference Assets Consisting of an Index” in the accompanying product prospectus supplement: Any of the following will be a market disruption event with respect to any underlier: ·a suspension, absence or material limitation of trading in the underlying securities of such underlier constituting 20% or more, by weight,of the applicable underlier on their respective primary markets, in each ca