野村控股美股招股说明书(2025-07-17版)

The notes will not be listed on any securities exchange. Investing in the notes involves significant risks, including our and Nomura’s credit risk. You should carefully consider the risk factors under“Additional Risk Factors Specific to Your Notes” beginning on pagePS-6of this pricing supplement, under “Risk Factors” beginning on page6 in theaccompanying prospectus, under “Additional Risk Factors Specific to the Notes” beginning on pagePS-18 of the accompanying product prospectussupplement, and any risk factors incorporated by reference into the accompanying prospectus before you invest in the notes. The estimated value of your notes at the time the terms of your notes were set on the trade date (as determined by reference to pricing models used byNomura Securities International,Inc.) is $953.30 per $1,000 principal amount, which is less than the price to public. The notes will be our unsecured obligations. We are not a bank, and the notes will not constitute deposits insured by the U.S. Federal Deposit InsuranceCorporation or any other governmental agency or instrumentality. Price to PublicAgent’s CommissionProceeds to Issuer100.00%3.50%96.50% $279,000.00 Nomura Securities International,Inc., acting as the distribution agent, will purchase the notes from us at the price to the public less the agent’s commission. The price to public, agent’s commission and proceeds to issuer listed above relate to the notes we sell initially. We may decide to sell additional Certain dealers who purchase the notes for sale to certain fee-based advisory accounts may forgo some or all of their selling concessions, fees or commissions.We will use this pricing supplement in the initial sale of the notes. In addition, Nomura Securities International,Inc. or another of our affiliates may use this pricing supplement in market-making transactions in the notes after their initial sale.Unless we or our agent informs the purchaser otherwise in theconfirmation of sale, this pricing supplement is being used in a market-making transaction. Nomura Guarantor:Nomura Holdings,Inc. (“Nomura”)Principal Amount:US$279,000 Final Valuation Date:July17, 2028, subject to postponement as described under “General Terms of the Notes—Market Disruption Events”in the accompanying product prospectus supplement.Stated Maturity Date:July20, 2028, unless that date is not a business day, in which case the maturity date will be the next followingbusiness day. The actual maturity date for the notes may be different if postponed as described under “GeneralTerms of the Notes—Market Disruption Events” in the accompanying product prospectus supplement. January15, 2026*January21, 2026**April15, 2026*April20, 2026**July15, 2026*July20, 2026**October15, 2026*October20, 2026** April15, 2027*April20, 2027**July15, 2027*July20, 2027**October15, 2027*October20, 2027** *These coupon observation dates are also call observation dates**These coupon payment dates are also call settlement dates The applicable coupon payment dates starting on January21, 2026, as indicated above.Unless the notes are automatically called, on the maturity date, for each $1,000 principal amount of notes, we willpay you the cash settlement amount. are suited to your particular circumstances. The notes are not secured debt.Please note that in this section entitled “Additional Risk Factors Specific to Your Notes,” references to “holders” mean those who own notes registered intheir own names, on the books that we, Nomura or the trustee maintain for this purpose, and not those who own beneficial interests in notes registered in street We urge you to read all of the following information about some of the risks associated with the notes, together with the other information in this pricingsupplement, the accompanying prospectus and the accompanying product prospectus supplement before investing in the notes. The Notes Do Not Guarantee Any Return of Principal and You MayLose All of Your Principal Amount. The notes do not guarantee any return of principal. The notes differ from ordinary debt securities in that we will not pay you 100% of the principal amount entitled to receive will be less than the principal amount and you will lose 1% of the principal amount of your notes for every 1% that the final value of thereference asset is less than its initial value. You may lose up to 100% of your investment at maturity. Even with any contingent coupons received prior to maturity, your return on the notes may be negative in this case. The payments on the notes will be based on the closing value of the reference asset on the coupon observation dates, including the final valuation date, even if the value of the reference asset is greater than or equal to the barrier value during the term of the notes other than on the final valuation date but thendecreases on the final valuation date to a value that is less than the barrier value, the payment at maturity will be less, possibly significantly les