野村控股美股招股说明书(2025-09-19版)

The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is not an offer to sellnor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Filed Pursuant to Rule424(b)(2)Registration Statement Nos. 333-273353333-273353-01 SUBJECT TO COMPLETION. DATED September19, 2025 PRICING SUPPLEMENT TO THE PROSPECTUS DATED JULY 20, 2023 AND THE PRODUCT PROSPECTUS SUPPLEMENT DATEDFEBRUARY 29, 2024 US$Nomura America Finance, LLC Senior Global Medium-Term Notes, SeriesAFully and Unconditionally Guaranteed by Nomura Holdings,Inc. Issuer Redeemable Contingent Coupon Barrier Notes Linked to the Least Performing of the Nasdaq-100 Index®, the Russell 2000®Index and theIndex due September30, 2030 ·Nomura America Finance, LLC is offering the issuer redeemable contingent coupon barrier notes linked to the least performing of the Nasdaq-100 Index®,the Russell 2000®Index and the EURO STOXX 50®Index (each, a “reference asset” and together, the “reference assets”) due September30, 2030 (the“notes”) described below. The notes are unsecured securities. All payments on the notes are subject to our credit risk and that of the guarantor of the notes,Nomura Holdings,Inc. ·Quarterly contingent coupon payments at a rate of at least 2.5625% (equivalent to at least 10.25% per annum) (to be determined on the trade date), payableif the closing value of each reference asset on the applicable coupon observation date is greater than or equal to 70% of its initial value.·The notes will be redeemable by us, at our option, in whole but not in part, at the principal amount plus the applicable contingent coupon, if payable, on anyoptional redemption date on or after January 2, 2026, regardless of the performance of any reference asset.·If the notes are not redeemed and the least performing reference asset declines by more than 30% but by less than or equal to 40%, there is no exposure todeclines in the least performing reference asset, and you will receive 100% of your principal amount at maturity.·If the notes are not redeemed and the least performing reference asset declines by more than 40%, there is full exposure to declines in the least performingreference asset, and you will lose all or a portion of your principal amount at maturity. The reference asset with the lowest reference asset performance is the“least performing reference asset.”·Approximately a five year maturity, if not redeemed.·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 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 are set on the trade date (as determined by reference to pricing models used byNomura Securities International,Inc.) is expected to be between $943.70 and $973.70 per $1,000 principal amount, which is expected to be less than theprice to public. We expect delivery of the notes will be made against payment therefor on or about 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. 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 0.70% 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 0.95% 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 setforth above and the proceeds to issuer will not be less than the amount set forth above. Certain dealers who purchase the notes for sale to certain fee-basedadvisory accounts may forgo some or all of their selling concessions, fees or commissions. We will use this pr