野村控股美股招股说明书(2025-10-28版)

The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is not an offer tosell nor 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 October28, 2025 PRICING SUPPLEMENT TO THE PROSPECTUS DATED JULY 20, 2023 AND THE PRODUCT PROSPECTUSSUPPLEMENT DATED FEBRUARY 29, 2024 US$Nomura America Finance, LLC Senior Global Medium-Term Notes, SeriesA Fully and Unconditionally Guaranteed by Nomura Holdings,Inc. Autocallable Memory Contingent Coupon Buffer Notes Linked to the Equity Securities of NVIDIA Corporation due November13, 2026 ·Nomura America Finance, LLC is offering the autocallable memory contingent coupon buffer notes linked to the common stock of NVIDIA Corporation(the “reference asset”) due November13, 2026 (the “notes”) described below. The notes are unsecured securities. All payments on the notes are subject toour credit risk and that of the guarantor of the notes, Nomura Holdings,Inc. ·Quarterly contingent coupon payments at a rate of at least 4.338% (equivalent to at least 17.35% per annum) (to be determined on the trade date), payable ifthe closing value of the reference asset on the applicable coupon observation date is greater than or equal to 80% of the initial value.·If a contingent coupon is not paid on a coupon payment date, such contingent coupon will be paid on a later coupon payment date if the closing value of thereference asset is greater than or equal to 80% of the initial value.·Callable quarterly at the principal amount plus the applicable contingent coupon on any call observation date on or after February11, 2026 if the closingvalue of the reference asset is at or above the call barrier level. You will not receive back any fees if notes are automatically called.·If the notes are not called and the reference asset declines by more than 20%, you will receive protection from the first 20% of any losses, with 1.25xexposure to each 1% decline beyond a reference asset performance of -20%. Under these circumstances you will lose up to 100% of your principal amountat maturity.·Approximately a one 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 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 $955.00 and $985.00 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. J.P. Morgan Securities LLC, which we refer to as JPMS LLC, and JPMorgan Chase Bank, N.A. will act as distribution agents for the notes. The distributionagents will forego fees for sales to fiduciary accounts. The total fees represent the amount that the placement agents receive from sales to accounts other thansuch fiduciary accounts. The distribution agents will receive a fee from Nomura or one of our affiliates that will not exceed $10.00 per $1,000 principal amountof notes. 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 use thefinal pricing supplement in market-making transactions in the notes after their initial sale.Unless we or our agent informs the purchaser otherwise in theconfirmation 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, 2025 ADDITIONAL INFORMATION You should read this pricing supplement together with the prospectus, dated