野村控股美股招股说明书(2025-10-01版)

Nomura America Finance, LLC$5,468,000 Autocallable Contingent Coupon Index-Linked Notes due October 4, 2028guaranteed byNomura Holdings, Inc. coupon, if any, is based on the performance of the underlier with the lowest underlier return.You could lose your entire investment in the 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.Automatic Call:The notes will be automatically called on a call payment date if the closing level of each underlier isgreater thanorequal toits initial underlier level on the related call observation 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 Issuer / Guarantor:Nomura America Finance, LLC / Nomura Holdings, Inc.Aggregate face amount:$5,468,000Cash settlement amount:subject to the automatic call feature, on the stated maturity date, in addition to any coupon then due, the issuerwill pay, for each $1,000 face amount of the notes, an amount in cash equal to:•if the final underlier level of each underlier is greater than or equal to its trigger buffer level: $1,000;or•if the final underlier level of any underlier is less than its trigger buffer level:$1,000 + ($1,000 × the least performing underlier return)Underliers:the S&P 500®Index (current Bloomberg symbol: “SPX Index”), the Russell 2000®Index (current Bloombergsymbol: “RTY Index”), and the Nasdaq-100 Index®(current Bloomberg symbol: “NDX Index”)Coupon trigger level:4,623.30 with respect to SPX, 1,687.729 with respect to RTY, and 17,078.12 with respect to NDX, each of whichis 70% of its initial underlier level (rounded to two decimal places with respect to SPX and NDX, and threedecimal places with respect to RTY)Trigger buffer level:4,623.30 with respect to SPX, 1,687.729 with respect to RTY, and 17,078.12 with respect to NDX, each of whichis 70% of its initial underlier level (rounded to two decimal places with respect to SPX and NDX, and threedecimal places with respect to RTY)Initial underlier level:6,604.72 with respect to SPX, 2,411.041 with respect to RTY, and 24,397.31 with respect to NDX, each of whichwas its closing level on the strike dateFinal underlier level:with respect to an underlier, the closing level of such underlier on the determination date*Closing level:the closing level of an underlier, as published on Bloomberg L.P. (“Bloomberg”)Underlier return:with respect to an underlier: (its final underlier level - its initial underlier level) / its initial underlier levelLeast performing underlierreturn:the underlier return of the least performing underlier (the underlier with the lowest underlier return)Calculation agent:Nomura Securities International, Inc.CUSIP / ISIN:65541KFW9 / US65541KFW99* subject to adjustment as described in the accompanying product prospectus supplement Investing in the notes involves significant risks, including Nomura America Finance, LLC and Nomura Holdings, Inc.’s credit risk. You shouldcarefully consider the risk factors under “Selected Risk Factors” beginning on page PS-9 of this pricing supplement, under “Additional RiskFactors Specific to the Notes” beginning on page PS-18 of the accompanying product prospectus supplement, under “Risk Factors” beginningon page 6 in the accompanying prospectus and any risk factors incorporated by reference into the accompanying prospectus before you invest inthe 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 usedby Nomura Securities International, Inc.) is $988.70 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 the notes will notconstitute 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 or passedupon the accuracy or adequacy of this pricing supplement. Any representation to the contrary is a criminal offense. Goldman Sachs & Co. LLCSeptember 29, 2025 The issue price, underwriting discount and net proceeds listed above relate to the notes we sell initially. We may decide to sell additional notes afterthe date of this pricing supplement, at issue prices and with underwriting discounts and net proceeds that differ from the amounts set forth above.The return (whether positive or negative) on your investment in notes will depend in part on the issu