野村控股美股招股说明书(2025-10-10版)

US$7,100,000Nomura America Finance, LLC Senior Global Medium-Term Notes, Series AFully and Unconditionally Guaranteed by Nomura Holdings, Inc. Autocallable Contingent Coupon Barrier Notes Linked to the Least Performing of the Russell 2000®Index, the Nasdaq-100 Index®and the Nikkei225 Index due October 13, 2028 ·Nomura America Finance, LLC is offering the autocallable contingent coupon barrier notes linked to the least performing of the Russell 2000®Index, theNasdaq-100 Index®and the Nikkei 225 Index (each, a “reference asset” and together, the “reference assets”) due October 13, 2028 (the “notes”) describedbelow. 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 2.90% (equivalent to 11.60% per annum), payable if the closing value of each reference asset on theapplicable coupon observation date is greater than or equal to 70% of its initial value.·Callable quarterly at the principal amount plus the applicable contingent coupon on any call observation date on or after January 8, 2026 if the closingvalue of each reference asset is at or above its call barrier level.·If the notes are not called and the least performing reference asset declines by more than 30%, 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 isthe “least performing reference asset.”·Approximately a three year maturity, if not called.·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-6of 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 $971.10 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. Nomura Securities International, Inc., acting as the distribution agent, will purchase the notes from us at the price to the public less the agent’scommission. The price to public, agent’s commission and proceeds to issuer listed above relate to the notes we sell initially. We may decide to sell additionalnotes after the trade date but prior to the original issue date, at a price to public, agent’s commission and proceeds to issuer that differ from the amounts setforth above, but the agent’s commission will not exceed the amount set forth above and the proceeds to issuer will not be less than the amount set forthabove. Certain dealers who purchase the notes for sale to certain fee-based advisory accounts may forgo some or all of their selling concessions, fees orcommissions. 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 usethe final pricing supplement in market-making transactions in the notes after their initial sale.Unless we or our agent informs the purchaser otherwise inthe 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 or passed uponthe accuracy or adequacy of this pricing supplement. Any representation to the contrary is a criminal offense. Nomura October 8, 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 su