野村控股美股招股说明书(2025-10-07版)

PRICING SUPPLEMENT TO THE PROSPECTUS DATED JULY 20, 2023 AND THE PRODUCT PROSPECTUS SUPPLEMENTDATED FEBRUARY 29, 2024 US$Nomura America Finance, LLCSenior 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 S&P 500®Index, the Nasdaq-100 Index®and the Russell 2000®Index due November5, 2030 ·Nomura America Finance, LLC is offering the issuer redeemable contingent coupon barrier notes linked to the least performing of the S&P500®Index, the Nasdaq-100 Index®and the Russell 2000®Index (each, a “reference asset” and together, the “reference assets”) dueNovember5, 2030 (the “notes”) described below. The notes are unsecured securities. All payments on the notes are subject to our creditrisk and that of the guarantor of the notes, Nomura Holdings,Inc.·Quarterly contingent coupon payments at a rate of at least 2.375% (equivalent to at least 9.50% per annum) (to be determined on the tradedate), payable if the closing value of each reference asset on the applicable coupon observation date is greater than or equal to 70% of itsinitial 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, ifpayable, on any optional redemption date on or after February5, 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 isno exposure to declines 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 theleast performing reference asset, and you will lose all or a portion of your principal amount at maturity. The reference asset with the lowestreference asset performance is the “least performing reference asset.”·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 particularcircumstances. Investing in the notes involves significant risks, including our and Nomura’s credit risk. You should carefully consider the risk factorsunder “Additional Risk Factors Specific to Your Notes” beginning on pagePS-6of this pricing supplement, under “Risk Factors”beginning on page6 in the accompanying prospectus, under “Additional Risk Factors Specific to the Notes” beginning on pagePS-18 ofthe accompanying product prospectus supplement, and any risk factors incorporated by reference into the accompanying prospectus beforeyou 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 pricingmodels used by Nomura Securities International,Inc.) is expected to be between $941.00 and $971.00 per $1,000 principal amount, which isexpected to be less than the price 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. FederalDeposit Insurance Corporation 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 theagent’s commission. The price to public, agent’s commission and proceeds to issuer listed above relate to the notes we sell initially. We maydecide to sell additional notes after the trade date but prior to the original issue date, at a price to public, agent’s commission and proceeds toissuer that differ from the amounts set forth above, but the agent’s commission will not exceed the amount set forth above and the proceeds toissuer will not be less than the amount set forth above. Certain dealers who purchase the notes for sale to certain fee-based advisory accountsmay forgo some or all of their selling concessions, fees or commissions. We will use this pricing supplement in the initial sale of the notes. In addition, Nomura Securities International,Inc. or another of ouraffiliates may use the final pricing supplement in market-making transactions in the notes after their initial sale.Unless we or our agent informsthe purchaser otherwise in the confirmation of sale, the final 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 orpassed upon the accuracy or adequacy of this pricing supplement. Any representation to the contrary is a criminal offense. Nomura October__, 2025 ADDITIONAL INFO