野村控股美股招股说明书(2025-07-10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, if any, is based on the performance of the underlier with the lowest underlier return.You could lose your entire Nomura Holdings,Inc. Coupon Payments:The notes will pay a contingent monthly coupon on a coupon payment date if the closing level of each underlierisgreater 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 commencing on October14, 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 pagePS-10. Key TermsIssuer / Guarantor:Nomura America Finance, LLC / Nomura Holdings,Inc.Aggregate face amount:$5,517,000 Cash settlement amount:subject to the early redemption feature, on the stated maturity date, in addition to any coupon thendue, 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:$1,000; or ·if the closing level of each underlier on the related coupon observation date is greater than orequal to its coupon trigger level: $10.875 (1.0875% monthly, or the potential for up to 13.05%per annum); or·if the closing level of any underlier on the related coupon observation date is less than its coupon November9, 2026November13, 2026December8, 2026December11, 2026January8, 2027January13, 2027February8, 2027February11, 2027 April8, 2027April13, 2027May10, 2027May13, 2027June8, 2027June11, 2027July8, 2027July13, 2027 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 SecuritiesInternational,Inc. or any other affiliate of Nomura America Finance, LLC may use this prospectus in a market-making transaction in anote after its initial sale.Unless Nomura America Finance, LLC or its agent informs the purchaser otherwise in the confirmation ofsale, this prospectus is being used in a market-making transaction. ADDITIONAL INFORMATIONYou should read this pricing supplement together with the prospectus, dated July20, 2023 (the “prospectus”), and the productprospectus supplement, dated February29, 2024 (the “product prospectus supplement”), relating to our Senior Global Medium-Term 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 RiskFactors” beginning on pagePS-9 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 undercircumstances and in jurisdictions where it is lawful to do so. The information contained in this pricing supplement is current only as 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. product prospectus supplement will be deemed to refer to the corresponding term used in this pricing supplement, as set forth in thetable below: Product Prospectus Supplement Term redemption settlement dateredemption datecontingent coupon barriercoupon trigger level initial valuation datestrike date principal amountface amountunderlier reference asset sponsorunderlier sponsorscheduled trading daytrading day final underlier levelbarrier percentagetrigger buffer level The following description supersedes the market disruption event disclosure in “General Terms of the Notes — Market DisruptionEvents — Reference Assets Consisting of an Index” in the accompanying product prospectus supplement: 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 oftrading or during the one-half hour before the close of trading in the relevant