野村控股美股招股说明书(2025-08-20版)

Nomura America Finance, LLC$32,000,000 Callable Contingent Coupon Index and ETF-Linked Notes due August 18,2028guaranteed byNomura Holdings, Inc. 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 tothe final coupon, if any, is based on the performance of the underlier with the lowest underlier return.You could lose your entireinvestment in the notes.Coupon Payments:The notes will pay a contingent monthly coupon on a coupon payment date if the closing value of each underlier is greater thanorequal toits applicable coupon trigger value on the related coupon observation date. The coupon trigger value steps downover the term of your notes.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 November 20, 2025.The return on your notes is linked, in part, to the performance of the Utilities Select Sector SPDR® Fund, and not to that of theunderlying index on which the Utilities Select Sector SPDR®Fund is based.You should read the disclosure herein to better understand the terms and risks of your investment, including the credit risk of Nomura America Finance, LLC and Nomura Holdings, Inc. See page PS-10. Key TermsIssuer / Guarantor: Investing in the notes involves significant risks, including Nomura America Finance, LLC and Nomura Holdings, Inc.’s credit risk.You should carefully consider the risk factors under “Selected Risk Factors” beginning on page PS-10 of this pricing supplement,under “Additional Risk Factors Specific to the Notes” beginning on page PS-18 of the accompanying product prospectussupplement, under “Risk Factors” beginning on page 6 in the accompanying prospectus and any risk factors incorporated byreference 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 pricingmodels used by Nomura Securities International, Inc.) is $988.40 per $1,000 face amount, which is less than the original issue price. Delivery of the notes will be made against payment therefor on the original issue date. The notes will be unsecured obligations of Nomura America Finance, LLC. Nomura America Finance, LLC is not a bank, and thenotes will not constitute deposits insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency orinstrumentality. (1)See “Supplemental Plan of Distribution.” Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securitiesor passed upon the accuracy or adequacy of this pricing supplement. Any representation to the contrary is a criminal offense. Goldman Sachs & Co. LLCAugust 18, 2025 The issue price, underwriting discount and net proceeds listed above relate to the notes we sell initially. We may decide to selladditional notes after the date of this pricing supplement, at issue prices and with underwriting discounts and net proceeds that differfrom the amounts set forth above. The return (whether positive or negative) on your investment in notes will depend in part on theissue price you pay for such notes. Nomura America Finance, LLC may use this prospectus in the initial sale of the notes. In addition, Nomura Securities International,Inc. or any other affiliate of Nomura America Finance, LLC may use this prospectus in a market-making transaction in a note after itsinitial sale.Unless Nomura America Finance, LLC or its agent informs the purchaser otherwise in the confirmation of sale, thisprospectus is being used in a market-making transaction. ADDITIONAL INFORMATION You should read this pricing supplement together with the prospectus, dated July 20, 2023 (the “prospectus”), and the productprospectus supplement, dated February 29, 2024 (the “product prospectus supplement”), relating to our Senior Global Medium-TermNotes, Series A, of which these notes are a part.In the event of any conflict between the terms of this pricing supplement and theterms of the prospectus or the product prospectus supplement, the terms of this pricing supplement will control. 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 page PS-10 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 responsibili