野村控股美股招股说明书(2025-11-05版)

AMENDMENT NO. 1 DATED NOVEMBER 4, 2025 TO THE PRICING SUPPLEMENT DATED OCTOBER 29, 2025TO THE PROSPECTUS DATED JULY 20, 2023 AND THE PRODUCT PROSPECTUS SUPPLEMENT DATEDFEBRUARY 29, 2024 US$575,000Nomura 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 Securitiesof NVIDIA Corporation due November 13, 2026 ·Nomura America Finance, LLC is offering the autocallable memory contingent couponbuffer notes linked to the common stock of NVIDIA Corporation (the “referenceasset”) due November 13, 2026 (the “notes”) described below. The notes are unsecuredsecurities. All payments on the notes are subject to our credit risk and that ofthe guarantor of the notes, Nomura Holdings, Inc.·Quarterly contingent coupon payments at a rate of 4.338% (equivalent to 17.35% perannum), payable if the closing value of the reference asset on the applicablecoupon 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 couponwill be paid on a later coupon payment date if the closing value of the referenceasset is greater than or equal to 80% of the initial value.·Callable quarterly at the principal amount plus the applicable contingent couponon any call observation date on or after February 11, 2026 if the closing value ofthe reference asset is at or above the call barrier level. You will not receiveback any fees if notes are automatically called.·If the notes are not called and the reference asset declines by more than 20%, youwill receive protection from the first 20% of any losses, with 1.25x exposure toeach 1% decline beyond a reference asset performance of -20%. Under thesecircumstances you will lose up to 100% of your principal amount 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’scredit risk. You should carefully consider the risk factors under “Additional RiskFactors Specific to Your Notes” beginning on page PS-6of this pricing supplement,under “Risk Factors” beginning on page 6 in the accompanying prospectus, under“Additional Risk Factors Specific to the Notes” beginning on page PS-18 of theaccompanying product prospectus supplement, and any risk factors incorporated byreference 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 seton the trade date (as determined by reference to pricing models used by NomuraSecurities International, Inc.) is $992.30 per $1,000 principal amount, which isless than the price to public. Delivery of the notes will be made against payment therefor on the originalissue date specified below. The notes will be our unsecured obligations. We are not a bank, and the notes willnot constitute deposits insured by the U.S. Federal Deposit Insurance Corporation orany 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 distribution agents willforego fees for sales to fiduciary accounts. The total fees represent the amountthat the placement agents receive from sales to accounts other than such fiduciaryaccounts. The distribution agents will receive a fee from Nomura or one of ouraffiliates 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 use thispricing supplement in market-making transactions in the notes after their initialsale.Unless we or our agent informs the purchaser otherwise in the confirmation ofsale, this pricing supplement is being used in a market-making transaction. Neither the Securities and Exchange Commission nor any other regulatory body hasapproved or disapproved of these securities or passed upon the accuracy or adequacyof this pricing supplement. Any representation to the contrary is a criminal offense. Nomura October 29, 2025 If the closing value of the reference asset is greater than orequal to the contingent coupon buffer on a coupon observationdate,you will receive the contingent coupon of at least $43.38(to be determined on the trade date) per $1,000 principal amounton the applicable coupon payment date. If the closing value of the reference asset is less than thecontingent coupon buffer on a coupon observation date,thecontingent coupon applicable to such coupon observation datewill not be payable. Because the closing value of the referenceasset on that coupon observatio