野村控股美股招股说明书(2025-09-25版)

The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement isnot an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion. Dated September 25, 2025Nomura America Finance, LLC$Callable Contingent Coupon Index-Linked Notes due 2029guaranteed 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 to thefinal coupon, if any, is based on the performance of the underlier with the lowest underlier return.You could lose your entire investment inthe notes.Coupon Payments:The notes will pay a contingent monthly coupon on a coupon payment date if the closing level of each underlier isgreater thanorequal toits coupon trigger level on the related coupon observation date.Company’s Redemption Right:Prior to the stated maturity date, we may redeem your notes at our option on any quarterly redemption date commencing on December 31, 2025.The terms included in the “Key Terms” table below are expected to be as indicated, but such terms will be set on the trade date.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 Terms Investing in the notes involves significant risks, including Nomura America Finance, LLC and Nomura Holdings, Inc.’s credit risk. Youshould carefully consider the risk factors under “Selected Risk Factors” beginning on page PS-9 of this pricing supplement, under“Additional Risk Factors Specific to the Notes” beginning on page PS-18 of the accompanying product prospectus supplement, under“Risk Factors” beginning on page 6 in the accompanying prospectus and any risk factors incorporated by reference into the accompanyingprospectus 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 modelsused by Nomura Securities International, Inc.) is expected to be between $948.10 and $978.10 per $1,000 face amount, which is expected to beless than the original issue price. The expected delivery of the notes will be made against payment therefor on or about the original issue date. The notes will be unsecured obligations of Nomura America Finance, LLC. Nomura America Finance, LLC is not a bank, and the notes willnot constitute deposits insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.Original issue price(1)Net proceeds to the issuer Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities orpassed upon the accuracy or adequacy of this pricing supplement. Any representation to the contrary is a criminal offense. Goldman Sachs & Co. LLCSeptember, 2025 The issue price, underwriting discount and net proceeds listed above relate to the notes we sell initially. We may decide to sell additional notesafter the date of this pricing supplement, at issue prices and with underwriting discounts and net proceeds that differ from the amounts set forthabove. The return (whether positive or negative) on your investment in notes will depend in part on the issue 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 anyother affiliate of Nomura America Finance, LLC may use this prospectus in a market-making transaction in a note after its initial sale.UnlessNomura America Finance, LLC or its agent informs the purchaser otherwise in the confirmation of sale, this prospectus is being used in amarket-making transaction. ADDITIONAL INFORMATION You should read this pricing supplement together with the prospectus, dated July 20, 2023 (the “prospectus”), and the product prospectussupplement, dated February 29, 2024 (the “product prospectus supplement”), relating to our Senior Global Medium-Term Notes, Series A, ofwhich these notes are a part.In the event of any conflict between the terms of this pricing supplement and the terms of the prospectus orthe 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. You shouldcarefully consider, among other things, the matters set forth under “Risk Factors” in the accompanying prospectus, under “Additional RiskFactors Specific to the Notes” in the accompanying product prospectus supplement, and under “Selected Risk Factors” beginning on page PS-9of this pricing supplement. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the notes. We h