野村控股美股招股说明书(2025-04-28版)

Amendment No.1 to the Pricing Supplement dated April 28, 2025SUBJECT TO COMPLETION. DATED April 28, 2025 PRICING SUPPLEMENT TO THE PROSPECTUS DATED JULY 20, 2023 AND THE PRODUCT PROSPECTUS SUPPLEMENT DATEDFEBRUARY 29, 2024 US$Nomura America Finance, LLC Autocallable Contingent Coupon Buffer Notes Linked to the Least Performing of the Equity Securities of Lockheed Martin Corporation, CaterpillarInc., and Advanced Micro Devices, Inc. due May 3, 2027 Nomura America Finance, LLC is offering the autocallable contingent coupon buffer notes linked to the least performing of the common stock ofLockheed Martin Corporation, the common stock of Caterpillar Inc., and the common stock of Advanced Micro Devices, Inc. (each, a “reference asset”and together, the “reference assets”) due May 3, 2027 (the “notes”) described below. The notes are unsecured securities. All payments on the notes are ·Quarterly contingent coupon payments at a rate of at least 3.75% (equivalent to at least 15.00% per annum) (to be determined on the trade date), payable ifthe closing value of each reference asset on the applicable coupon observation date is greater than or equal to 60% of its initial value. 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%, you will receive protection from the first 40% of any losses,with approximately 1.66667x exposure to each 1% decline beyond a reference asset performance of the least performing reference asset of -40%. Underthese circumstances you will lose up to 100% of your principal amount at maturity. The reference asset with the lowest reference asset performance is the"least performing reference 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 are suited to your particular circumstances. Investing in the notes involves significant risks, including our and Nomura’s credit risk. You should carefully 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 theaccompanying prospectus, under “Additional Risk Factors Specific to the Notes” beginning on page PS-18 of the accompanying product prospectus The estimated value of your notes at the time the terms of your notes are set on the trade date (as determined by reference to pricing models used byNomura Securities International, Inc.) is expected to be between $937.20 and $967.20 per $1,000 principal amount, which is expected to be less than the We expect delivery of the notes will be made against payment therefor on or about the original issue date specified below. The notes will be our unsecured obligations. We are not a bank, and the notes will not constitute deposits insured by the U.S. Federal Deposit InsuranceCorporation or any other governmental agency or instrumentality. Nomura Securities International, Inc., acting as the distribution agent, will purchase the notes from us at the price to the public less the agent’scommission. The price to public, agent’s commission and proceeds to issuer listed above relate to the notes we sell initially. We may decide to sell additionalnotes after the trade date but prior to the original 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 will not be less than the amount set forth above. 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 usethe final pricing supplement in market-making transactions in the notes after their initial sale.Unless we or our agent informs the purchaser otherwise inthe confirmation of sale, 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 or disapproved of these securities or passed uponthe accuracy or adequacy of this pricing supplement. Any representation to the contrary is a criminal offense. April , 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”), relating to our Senior Global Medium-Term Notes, Series A, of which these notes are a part. 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 Specif