野村控股美股招股说明书(2025-07-23版)

PRICING SUPPLEMENT TO THE PROSPECTUS DATED JULY 20, 2023 AND THE PRODUCT PROSPECTUSSUPPLEMENT DATED FEBRUARY 29, 2024 Nomura America Finance, LLCSenior Global Medium-Term Notes, Series A Fully and Unconditionally Guaranteed by Nomura Holdings, Inc. the closing value of each reference asset on the applicable coupon observation date is greater than or equal to 75% of its initial value.Callable quarterly at the principal amount plus the applicable contingent coupon on any call observation date on or after January 26, 2026 if the closing valueof each reference asset is at or above its call barrier level. A 6 year maturity, if not called.The notes will not be listed on any securities exchange.The notes are not ordinary debt securities, and you should carefully consider whether the notes are suited to your particular circumstances.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 page PS-6of this pricing supplement, under “Risk Factors” beginning on page 6 in theaccompanying prospectus, under “Additional Risk Factors Specific to the Notes” beginning on page PS-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 are set on the trade date (as determined by reference to pricing models used by Nomura Securities International, Inc.) is expected to be between $917.30 and $947.30 per $1,000 principal amount, which is expected to be less than theprice 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 Issuer 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. We will pay referral fees of up to 0.30% per $1,000 principal amount in connection with the distribution of the notes to other registered broker-dealers. In nocase will the sum of the agent’s commission and referral fees exceed 3.00% per $1,000 principal amount. The price to public, agent’s commission and proceedsto issuer listed above relate to the notes we sell initially. We may decide to sell additional notes after the trade date but prior to the original issue date, at a priceto public, agent’s commission and proceeds to issuer that differ from the amounts set forth above, but the agent’s commission will not exceed the amount set 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 thefinal 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, the final pricing supplement is being used in a market-making transaction. 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 pricing supplement, the accompanying prospectus and the accompanying product prospectus supplement before investing in the notes.Risks Relating to the Structure or Features of the Notes 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 ofyour notes if the notes are not called and the final value of any reference asset is less than its barrier value. In this case, the payment at maturity you will beentitled 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 the leastperforming reference asset is less than its initial value. You may lose up to 100% of your investment at maturity. Even with any contingent coupons received priorto maturity, your return on the notes may be negative in this case. Including The Final Valuation Date.The payments on the notes will be based on the closing value of each reference asset on the coupon observation dates, including the final valuation date,subject to postponement for non-trading days and certain market disruption events. Even if the value of the least performing reference asset is greater than or value that is less than its contingent coupon barrier, the contingent coupon will not be payable for the relevant quarterly period. Similarly, if the notes are notcalled, even if the value of the least performing reference asset is greater than or equal to its barrier value during the term of the notes other than on the final less, than it would have been had the payment at maturity been link