野村控股美股招股说明书(2025-07-14版)

Callable Contingent Coupon Index-Linked Notes due 2027guaranteed by Payment at Maturity:The amount that you will be paid on your notes at maturity, if they have not been redeemed by us, in addition 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. Issuer / Guarantor:Nomura America Finance, LLC / Nomura Holdings,Inc. Cash settlementsubject to the early redemption feature, on the stated maturity date, in addition to any coupon then due,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 final underlier level of any underlier is less than its trigger buffer level: PS-2 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 a You 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-TermNotes, SeriesA, of which these notes are a part.In the event of any conflict between the terms of this pricing supplement andthe terms of the prospectus or the product prospectus supplement, the terms of this pricing supplement will control. should 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. by 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 ·Prospectus dated July20, 2023: final valuefinal underlier levelbarrier percentagetrigger buffer level The following description supersedes the market disruption event disclosure in “General Terms of the Notes — Market Disruption Events — Reference Assets Consisting of an Index” in the accompanying product prospectus supplement: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 were the respective primary markets for those underlying securities or contracts, as determined by the calculation agent in itssole discretion;and, in the case of any of these events, the calculation agent determines in its sole discretion that such event materially interferes with about hedging by us or our affiliates, see “Use of Proceeds and Hedging” in the accompanying product prospectus supplement. The following events will not be market disruption events with respect to any underlier:a limitation on the hours or numbers of days of trading, but only if the limitation results from an announced change in the The information in the following examples reflects hypothetical rates of return on the offered notes assuming that they are purchasedon the original issue date at the face amount and held to the stated maturity date or date of early redemption. If you sell your notes in asecondary market prior to a the stated maturity date or date of early redemption, as the case may be, your return will depend upon themarket value of your notes at the time of sale, which may be affected by a number of factors that are not reflected in the examplesbelow, such as interest rates, the volatility of the underliers, the creditworthiness of Nomura America Finance, LLC, as issuer, and the Key Terms and AssumptionsFace amount$10.42 (1.042% monthly, or the potential for up to approximately 12.50% per annum) percentage of its initial underlier level shown. Coupon ObservationHypothetical ClosingLevel of the S&P 500®Index (as PercentageHypothetical ClosingLevel of theNASDAQ-100 Index®Hypothetical ClosingLevel of the Russell2000®Index (asHypothetical Coupon In Scenario 3, the hypothetical closing level of each underlier is less than its coupon trigger level on the first two hypothetical couponobservation dates, but increases to a level that is greater than its