野村控股美股招股说明书(2025-11-21版)

US$7,030,000Nomura America Finance, LLC Senior Global Medium-Term Notes, Series AFully and Unconditionally Guaranteed by Nomura Holdings, Inc. Issuer Redeemable Contingent Coupon Barrier Notes Linked to the Least Performing of the S&P 500® Index, the Russell 2000® Index and the TheNasdaq-100 Technology Sector Index due November 23, 2029Nomura America Finance, LLC is offering the issuer redeemable contingent coupon barrier notes linked to the least performing of the S&P 500® Index, ·the Russell 2000® Index and the The Nasdaq-100 Technology Sector Index (each, a “reference asset” and together, the “reference assets”) due November23, 2029 (the “notes”) described below. The notes are unsecured securities. All payments on the notes are subject to our credit risk and that of theguarantor of the notes, Nomura Holdings, Inc.·Monthlycontingent coupon payments at a rate of 0.938% (equivalent to approximately 11.25% per annum), payable if the closing value of each referenceasset on the applicable coupon observation date is greater than or equal to 70% of its initial value.·The notes will be redeemable by us, at our option, in whole but not in part, at the principal amount plus the applicable contingent coupon, if payable, onany optional redemption date on or after May 21, 2026, regardless of the performance of any reference asset.·If the notes are not redeemed and the least performing reference asset declines by more than 30% but by less than or equal to 40%, there is no exposure todeclines in the least performing reference asset, and you will receive 100% of your principal amount at maturity.·If the notes are not redeemed and the least performing reference asset declines by more than 40%, there is full exposure to declines in the least performingreference asset, and you will lose all or a portion of your principal amount at maturity. The reference asset with the lowest reference asset performance isthe “least performing reference asset.”·Approximately a four year maturity, if not redeemed.·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 models used byNomura Securities International, Inc.) is $957.10 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. We will pay referral fees of up to 0.50% per $1,000 principal amount in connection with the distribution of the notes to other registered broker-dealers. In no case will the sum of the agent’s commission and referral fees exceed 0.75% per $1,000 principal amount. The price to public, agent’scommission and proceeds to issuer listed above relate to the notes we sell initially. We may decide to sell additional notes after the trade date but prior to theoriginal issue date, at a price to public, agent’s commission and proceeds to issuer that differ from the amounts set forth above, but the agent’s commissionwill not exceed the amount set forth above and the proceeds to issuer will not be less than the amount set forth above. Certain dealers who purchase the notesfor sale to certain fee-based advisory accounts may forgo some or all of their selling concessions, fees or commissions. 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 s