野村控股美股招股说明书(2025-05-21版)

Subject to Completion. Dated May 21, 2025Nomura America Finance, LLC$Callable Fixed Coupon Index-Linked Notes due 2026guaranteed byNomura 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 additionto the final coupon, is based on the performance of the underlier with the lowest underlier return, and whether a trigger event has Coupon Payments:The notes will pay a monthly fixed coupon on a coupon payment date regardless of the performance of anyunderlier during the term of the notes. Company’s Redemption Right:Prior to the stated maturity date, we may redeem your notes at our option on any coupon paymentdate commencing on August 27, 2025. The terms included in the “Key Terms” table below are expected to be as indicated, but such terms will be set on the trade date.Youshould read the disclosure herein to better understand the terms and risks of your investment, including the credit risk of Investing in the notes involves significant risks, including Nomura America Finance, LLC and Nomura Holdings, Inc.’s credit risk.You should carefully consider the risk factors under “Selected Risk Factors” beginning on page PS-7 of this pricing supplement,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 pricingmodels used by Nomura Securities International, Inc.) is expected to be between $957.80 and $987.80 per $1,000 face amount, which The expected delivery of the notes will be made against payment therefor on or about 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 noteswill not constitute deposits insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency orinstrumentality. See “Supplemental Plan of Distribution.” Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this pricing supplement. Any representation to the contrary is a criminaloffense. Goldman Sachs & Co. LLCMay, 2025 The issue price, underwriting discount and net proceeds listed above relate to the notes we sell initially. We may decide to selladditional notes after the date of this pricing supplement, at issue prices and with underwriting discounts and net proceeds that differfrom the amounts set forth above. The return (whether positive or negative) on your investment in notes will depend in part on the Nomura America Finance, LLC may use this prospectus in the initial sale of the notes. In addition, Nomura Securities International,Inc. or any other affiliate of Nomura America Finance, LLC may use this prospectus in a market-making transaction in a note after itsinitial sale.Unless Nomura America Finance, LLC or its agent informs the purchaser otherwise in the confirmation of sale, this ADDITIONAL INFORMATION You should read this pricing supplement together with the prospectus, dated July 20, 2023 (the “prospectus”), and the productprospectus supplement, dated February 29, 2024 (the “product prospectus supplement”), relating to our Senior Global Medium-TermNotes, Series A, of which these notes are a part.In the event of any conflict between the terms of this pricing supplement and the This pricing supplement, together with the prospectus and the product prospectus supplement, contains the terms of the notes. Youshould carefully consider, among other things, the matters set forth under “Risk Factors” in the accompanying prospectus, under“Additional Risk Factors Specific to the Notes” in the accompanying product prospectus supplement, and under “Selected Risk We have not authorized anyone to provide any information or to make any representations other than those contained or incorporatedby reference in this pricing supplement. We take no responsibility for, and can provide no assurance as to the reliability of, any otherinformation that others may provide. This pricing supplement is an offer to sell only the securities offered hereby, but only under You may access the prospectus and the product prospectus supplement on the SEC website at www.sec.gov as follows: https://www.sec.gov/Archives/edgar/data/1383951/000110465923082805/tm2320650-3_424b3.htm •Product Prospectus Supplement dated February 29, 2024: 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 accompanyingproduct prospectus supplement will be deemed to refer to the corresponding term used in this pricing supplement, as set forth in the Product Prospectus Supplement Term redemption datedetermination datestrike dateface amountunderlierunderlier returnunderlier s