野村控股美股招股说明书(2025-06-23版)

The information in this preliminary prospectus supplement is incomplete and may be changed. This preliminary prospectus supplement and the accompanyingprospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is notpermitted. SUBJECT TO COMPLETION, DATED JUNE 23, 2025PRELIMINARY PROSPECTUS SUPPLEMENTto Prospectus dated December19, 2024. $ Senior Fixed Rate Notes Nomura Holdings, Inc., a joint stock corporation incorporated with limited liability under the laws of Japan (“Nomura Holdings, Inc.” or the “Issuer”), will issue, in theaggregate principal amounts listed above, senior fixed rate notes (the “Securities”) pursuant to a senior debt indenture dated January16, 2020 (the “Indenture”). Nomura SecuritiesInternational, Inc. and other broker-dealers may use this prospectus supplement and the accompanying prospectus in connection with market-making transactions in the Securities after theirinitial sale. The Securities will bear interest at the rate of% per annum payable semi-annually in arrears onandof each year, with the first interest payment to bemade on, 2026. See “Description of the Securities—Principal, Maturity and Interest.” Nomura Holdings, Inc. may at its option, subject to the prior confirmation of the FinancialServices Agency of Japan (the “FSA”) (if such confirmation is required under the Financial Instruments and Exchange Act of Japan (Act No.25 of 1948, as amended, the “FIEA”) or anyother applicable laws and regulations then in effect), call all, but not less than all, of the relevant series of the Securities for redemption, upon the occurrence of certain changes in Japanese taxlaw, subject to certain conditions. See “Description of Senior Debt Securities—Optional Tax Redemption” in the accompanying prospectus. The Securities will not otherwise be redeemableby Nomura Holdings, Inc. prior to the stated maturity. The Securities will not be subject to any sinking fund. Each series of the Securities will be represented by one or more global securitiesdeposited with a custodian for and registered in the name of a nominee of The Depository Trust Company (“DTC”), as depositary. Beneficial interests in the Securities will be shown on, andtransfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants, including Euroclear Bank SA/NV (“Euroclear”) and Clearstream BankingS.A. (“Clearstream”). The Securities will be issued only in registered form in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof. The Securities will be direct, unconditional, unsubordinated and unsecured obligations of Nomura Holdings, Inc. and rank pari passu and without preference among themselvesand with all other unsecured obligations, other than subordinated obligations of Nomura Holdings, Inc. (except for statutorily preferred exceptions) from time to time outstanding. Each seriesof the Securities is intended to qualify as total loss-absorbing capacity (“TLAC”) debt under the TLAC regulations in Japan applicable to Nomura Holdings, Inc. Application has been made for the listing of the Securities on the Singapore Exchange Securities Trading Limited (the“SGX-ST”).TheSGX-STassumes no responsibility forthe correctness of any of the statements made, opinions expressed or reports contained herein. Approvalin-principlefor the listing of the Securities on theSGX-STis not to be taken as anindication of the merits of Nomura Holdings, Inc., its subsidiaries and associated companies or the Securities. Investing in the Securities involves risks. You should carefully consider the risk factors set forth in “Item3. Key Information—D.Risk Factors” of our most recent annualreport onForm20-Ffiled with the U.S. Securities and Exchange Commission (the “SEC”), in “Risk Factors” in any other document incorporated by reference into this prospectussupplement, in the “Risk Factors” section beginning on page 2 of the accompanying prospectus and in the “Risk Factors” section beginning onpageS-10of this prospectus supplementbefore making any decision to invest in the Securities. Public offering price(1) Underwriting commissions(2) Proceeds, before expenses, to Nomura Holdings, Inc.(1) (1)Plus accrued interest from, 2025, if settlement occurs after that date.(2)For additional underwriting compensation information, see “Underwriting (Conflicts of Interest).” Neither the SEC nor any other regulatory body has approved or disapproved of the Securities or passed upon the accuracy or adequacy of this prospectussupplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. The Securities offered by this prospectus supplement and the accompanying prospectus are being offered by the underwriters, subject to prior sale, withdrawal, cancellation ormodification of the offer without notice, to delivery to and acceptance by the underwriters and