野村控股美股招股说明书(2025-05-27版)

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.You could lose your entireinvestment in the notes. Coupon Payments:The notes will pay a monthly fixed coupon on a coupon payment date regardless of the performance of any 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. You should read the disclosure herein to better understand the terms and risks of your investment, including the credit risk ofNomura America Finance, LLC and Nomura Holdings, Inc. See page PS-8.Key Terms Issuer / Guarantor:Nomura America Finance, LLC / Nomura Holdings, Inc. Cash settlement amount:subject to the early redemption feature, on the stated maturity date, in addition to the final coupon,the issuer will pay, for each $1,000 face amount of the notes, an amount in cash equal to:•if the final underlier level of each underlier is greater than or equal to its trigger buffer level: See “Supplemental Plan of Distribution.”Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these Goldman Sachs & Co. LLCMay 22, 2025 PS-2 issue price you pay for such notes. 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, thisprospectus is being used in a market-making transaction. ADDITIONAL INFORMATIONYou 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 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 Factors” beginning on page PS-7 of this pricing supplement. We urge you to consult your investment, legal, tax, accounting and otheradvisors before you invest in the notes. 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/1163653/000110465924029404/tm247408-1_424b3.htm Some of the terms or features described in the listed documents may not apply to your notes. table below: Product Prospectus Supplement TermPricing Supplement Term final valuation dateinitial valuation date principal amountface amountreference assetunderlierreference asset performanceunderlier returnreference asset sponsorunderlier sponsor Market Disruption EventThe following description supersedes the market disruption event disclosure in “General Terms of the Notes — Market Disruption 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 case for more than two hours of trading or and, in the case of any of these events, the calculation agent determines in its sole discretion that such event materially interferes withour ability or the ability of any of our affiliates to unwind all or a portion of a hedge with respect to the notes. For more informationabout hedging by us or our affiliates, see “Use of Proceeds and Hedging” in the accompanying product prospectus supplement. a limitation on the hours or numbers of days of trading, but only if the limitation results from an announced change in theregular business hours of the relevant market; ora decision to permanently discontinue trading in the options or futures contracts relating to such underlier or any underlyingsecurity. of future investment results and merely are intend