野村控股美股招股说明书(2025-09-11版)

US$25,000,000Nomura America Finance, LLCSenior Global Medium-Term Notes, Series AFully and Unconditionally Guaranteed by Nomura Holdings, Inc. Step-Down Autocallable Barrier Notes Linked to the Least Performing of the S&P 500®Index and the Russell 2000®Index due September 14, 2027 ·Nomura America Finance, LLC is offering the step-down autocallable barrier notes linked to the least performing of the S&P 500®Index and the Russell2000®Index (each, a “reference asset” and together, the “reference assets”) due September 14, 2027 (the “notes”) described below. The notes areunsecured securities. Any payment on the notes is subject to our credit risk and that of the guarantor of the notes, Nomura Holdings, Inc.·Callable annually at the principal amount plus the applicable call premium (9.60% per annum) on any call observation date on or after September 15,2026 if the closing value of each reference asset is at or above its applicable call barrier level. You will not receive back any fees if notes are automaticallycalled.·If the notes are not called, there is full exposure to declines in the least performing reference asset, and you will lose all or a portion of your principalamount at maturity. The reference asset with the lowest reference asset performance is the “least performing reference asset.”·Approximately a two year maturity, if not called prior to maturity.·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-5of 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 were set on the trade date (as determined by reference to pricing models used byNomura Securities International, Inc.) is $991.70 per $1,000 principal amount, which is less than the price to public. Delivery of the notes will be made against payment therefor on the original issue date specified below. 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. J.P. Morgan Securities LLC, which we refer to as JPMS LLC, and JPMorgan Chase Bank, N.A. will act as distribution agents for the notes. Thedistribution agents will forego fees for sales to fiduciary accounts. The total fees represent the amount that the placement agents receive from sales toaccounts other than such fiduciary accounts. The distribution agents will receive a fee from Nomura or one of our affiliates that will not exceed $4.50 per$1,000 principal amount of notes. 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 usethis 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. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed uponthe accuracy or adequacy of this pricing supplement. Any representation to the contrary is a criminal offense. Nomura September 9, 2025 ADDITIONAL INFORMATION You should read this pricing supplement together with the prospectus, dated July 20, 2023 (the “prospectus”), and the product prospectus supplement,dated February 29, 2024 (the “product prospectus supplement”), relating to our Senior Global Medium-Term Notes, Series A, of which these notes are a part.In the event of any conflict between the terms of this pricing supplement and the terms of the prospectus or the product prospectus supplement, theterms of this pricing supplement will control. This pricing supplement, together with the prospectus and the product prospectus supplement, contains the terms of the notes. You should carefullyconsider, among other things, the matters set forth under “Risk Factors” in the accompanying prospectus, under “Additional Risk Factors Specific to theNotes” in the accompanying product prospectus supplement, and under “Additional Risk Factors Specific to Your Notes” beginning on page PS-5 of thispricing supplement. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the notes. We have