野村控股美股招股说明书(2025-11-17版)

Nomura America Finance, LLCSenior Global Medium-Term Notes, SeriesA ·Nomura America Finance, LLC is offering the autocallable contingent coupon barrier notes linked to the common stock of Tesla,Inc. (the “referenceasset”) due November16, 2028 (the “notes”) described below. The notes are unsecured securities. All payments on the notes are subject to our credit Quarterly contingent coupon payments at a rate of 4.188% (equivalent to 16.75% per annum), payable if the closing value of the reference asset on theapplicable coupon observation date is greater than or equal to 60% of the initial value. ·Callable quarterly at the principal amount plus the applicable contingent coupon on any call observation date on or after May13, 2026 if the closingvalue of the reference asset is at or above its call barrier level.·If the notes are not called and the reference asset declines by more than 40%, there is full exposure to declines in the reference asset, and you will loseall or a portion of your principal amount at maturity.·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 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 prospectus 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 usedby Nomura Securities International,Inc.) is $928.30 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. 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 selladditional notes 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 theamounts set forth 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 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 the Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passedupon the accuracy or adequacy of this pricing supplement. Any representation to the contrary is a criminal offense. Nomura November13, 2025 ADDITIONAL INFORMATION You should read this pricing supplement together with the prospectus, dated July20, 2023 (the “prospectus”), and the product prospectus supplement,dated February29, 2024 (the “product prospectus supplement”), relating to our Senior Global Medium-Term Notes, SeriesA, of which these notes are apart.In the event of any conflict between the terms of this pricing supplement and the terms of the prospectus or the product prospectus 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 “Risk Factors” in the accompanying prospectus, under “Additional Risk Factors Specific to theNotes” in the accompanying product prospectus supplement, and under “Additional Risk Factors Specific to Your Notes” beginning on pagePS-6 of this We have not authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference inthis pricing supplement. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide.This pricing supplement is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You may access the prospectus and the product prospectus supplement on the Security and Exchange Commission (“SEC”) website at www.sec.g