野村控股美股招股说明书(2025-12-03版)

Amendment No. 1 dated December 3, 2025 to the Pricing Supplement Dated November 21, 2025PRICING SUPPLEMENT TO THE PROSPECTUS DATED JULY 20, 2023 AND THE PRODUCT PROSPECTUSSUPPLEMENT DATED FEBRUARY 29, 2024 US$500,000Nomura America Finance, LLCSenior Global Medium-Term Notes, Series A Autocallable Contingent Coupon Barrier Notes Linked to the Least Performing of the S&P 500®Index®due November 25, 2026 Nomura America Finance, LLC is offering the autocallable contingent coupon barrier notes linked to the least performing of the S&P 500® Russell 2000®Index and the Nasdaq-100 Index®(each, a “reference asset” and together, the “reference assets”) due November 25, 2026 (the “notes”)described below. The notes are unsecured securities. All payments on the notes are subject to our credit risk and that of the guarantor of the notes, Nomura Holdings, Inc.Quarterly contingent coupon payments at a rate of 3.395%, payable if the closing value of each reference asset on the applicable coupon observation date isgreater than or equal to 75% of its initial value.Callable quarterly at the principal amount plus the applicable contingent coupon on any call observation date on or after February 20, 2026 if the closing value of each reference asset is at or above its call barrier level. 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 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 used byNomura Securities International, Inc.) is $983.70 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 to accountsother 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 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 passed uponthe accuracy or adequacy of this pricing supplement. Any representation to the contrary is a criminal offense. NomuraNovember 21, 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, the 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-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 in thispricing supplement. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide. Thispricing 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. The 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/tm2320650-3_424b3.htmProduct Pros