野村控股美股招股说明书(2025-11-05版)

US$575,000 Nomura America Finance, LLCSenior Global Medium-Term Notes, Series AFully and Unconditionally Guaranteed by Nomura Holdings, Inc. Autocallable Memory Contingent Coupon Buffer Notes Linked to the Equity Securities of NVIDIA Corporation due November 13, 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 November 13, 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 4.338% (equivalent to 17.35% per annum), payable if the closing value of the reference asset on theapplicable 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 ofthe reference 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 February 11, 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 principalamount at 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 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 modelsused by Nomura Securities International, Inc.) is $992.30 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. 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. Thedistribution agents will forego fees for sales to fiduciary accounts. The total fees represent the amount that the placement agents receive from sales toaccounts other than such 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 amount of 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 usethis 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, this 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 29, 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 supplement, together with the prospectus and the product prospectus supplement, contains the terms of the notes. You should carefullyconsider, among other things, the matters set forth under “