野村控股美股招股说明书(2025-11-19版)

SUBJECT TO COMPLETION. Dated November 19, 2025 US$ Nomura America Finance, LLCSenior Global Medium-Term Notes, Series AFully and Unconditionally Guaranteed by Nomura Holdings, Inc. Step-Down Autocallable Barrier Notes Linked to the Least Performing of the S&P 500® Index and the Russell ·Nomura America Finance, LLC is offering the step-down autocallable barrier notes linked to the least performing of the S&P 500®2000®Index (each, a “reference asset” and together, the “reference assets”) due November 23, 2027 (the “notes”) described below. The notes areunsecured securities. Any payment on the notes is subject to our credit risk and that of the guarantor of the notes, Nomura Holdings, Inc. ·Callable annually at the principal amount plus the applicable call premium (10.40% per annum) on any call observation date on or after December 2,2026 if the closing value of each reference asset is at or above its applicable call barrier level. You will not receive back any fees if notes areautomatically called.·If the notes are not called, there is full exposure to declines in the least performing reference asset, and you will lose all or a portion of your principal amount at maturity. The reference asset with the lowest reference asset performance is the “least performing reference asset.” 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-5of 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 prospectus 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 $956.10 and $986.10 per $1,000 principal amount, which is expected to be less than the 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. 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 $4.50 per 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 in 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. November, 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 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 page PS-5 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 SEC website at www.sec.gov as follows: Prospectus dated July 20, 2023: https://www.sec.gov/Archives/edgar/data/1383951/000110465923082805/tm232065