野村控股美股招股说明书(2025-09-03版)

$750,000,000 5.043% Fixed Rate Resetting Subordinated Debt Securities due 2036 Nomura Holdings, Inc., a joint stock corporation incorporated with limited liability under the laws of Japan (the “Issuer”), will issue $750,000,000 aggregate principal amount of5.043% Fixed Rate Resetting Subordinated Debt Securities due 2036 (the “Securities”), pursuant to a subordinated indenture, to be entered into on or aboutSeptember10,2025 (the“Indenture”). Nomura Securities International, Inc. and other broker-dealers may use this prospectus supplement and the accompanying prospectus in connection with market-makingtransactions in the Securities after their initial sale. The Securities will bear interest from (and including)September10, 2025 to (but excluding)June10,2031at the fixed per annum rate set forth above, payable semi-annually inarrears onJune10andDecember10of each year, with the first interest payment to be made onDecember10, 2025 (short first coupon). The rate of interest on the Securities will be resetonJune10,2031 (the “Reset Date”), to a fixed per annum rate equal to the U.S. Treasury Rate (as defined below) as determined by the calculation agent on the Reset Determination Date (asdefined below),plus1.300% (the “Reset Fixed Rate”), payable semi-annually in arrears onJune10andDecember10of each year. Unless previously redeemed or otherwise cancelled, and provided that aNon-ViabilityEvent (as defined in the accompanying prospectus) has not occurred, the Securities willmature on June10, 2036. The Securities will be issued only in registered form in denominations of $200,000 and integral multiples of $1,000 in excess thereof and will not be subject to asinking fund. The Securities will be written down in full and cancelled following the occurrence of aNon-ViabilityEvent. See “Description of Dated Subordinated Debt Securities—Write-Downupon aNon-ViabilityEvent” in the accompanying prospectus. We may at our option and in our sole discretion redeem the Securities in whole, but not in part, on the Reset Date at 100% of their principal amountplusany accrued and unpaidinterest (including additional amounts with respect thereto, if any) to but not including the date fixed for redemption,plusany related additional amounts due on the date fixed for redemption,subject to certain conditions. In addition, we may at our option redeem the Securities in whole, but not in part, upon the occurrence of certain tax or regulatory events at 100% of theirprincipal amountplusany accrued and unpaid interest to (but excluding) the date fixed for redemption, if and to the extent not cancelled, subject to certain conditions. See “Description of theSecurities—Call Option” and“Description of the Securities—Redemption” herein and “Description of Dated Subordinated Debt Securities—Repurchases, Redemption and Repayment” inthe accompanying prospectus. The Securities are intended to qualify as our Tier 2 Capital under the Applicable Capital Adequacy Regulations (each as defined in the accompanying prospectus) and external totalloss-absorbing capacity (“TLAC”) debt under applicable Japanese laws and regulations. The Securities will be our direct and unsecured obligations and shall at all times rankpari passuandwithout any preference among themselves and at least equally and ratably with all of our indebtedness that is subordinated to Senior Indebtedness (as defined in the accompanying prospectus)and is in priority to all of our perpetual subordinated indebtedness, including the perpetual subordinated debt securities, and any preference or other shares or any other indebtedness whichranks, or is expressed to rank,pari passuwith, or junior to, our perpetual subordinated indebtedness. Approvalin-principlehas been received for the listing of the Securities on the Singapore Exchange Securities Trading Limited (the“SGX-ST”).TheSGX-STassumes noresponsibility for the correctness of any of the statements made, opinions expressed or reports contained herein. Approvalin-principlefor the listing of the Securities on theSGX-STis not tobe taken as an indication of the merits of Nomura Holdings, Inc., its subsidiaries and associated companies or the Securities. Investing in the Securities involves risks. You should carefully consider the risk factors set forth in “Item3. Key Information—D. Risk Factors” of our most recent annual reportonForm20-Ffiled with the U.S. Securities and Exchange Commission (the “SEC”), in “Risk Factors” in any other document incorporated by reference into this prospectus supplementin the “Risk Factors” section beginning on page6 of the accompanying prospectus and in the “Risk Factors” section beginning onpageS-10of this prospectus supplement beforemaking any decision to invest in the Securities. Public offering price(1)Underwriting commissions Proceeds, before expenses, to Nomura Holdings, Inc.(1) (1)Plusaccrued interest from September10, 2025, if settlement occurs after that date.(2)For additional underwriting compensation i