野村控股美股招股说明书(2025-12-05版)

Nomura America Finance, LLC Autocallable Contingent Coupon Equity-Linked Notes due 2027guaranteed by Nomura Holdings, Inc. Payment at Maturity:The amount that you will be paid on your notes at maturity, if they have not been automatically called, in addition to the finalcoupon, if any, is based on the performance of the underlier.You could lose your entire investment in the notes. Coupon Payments:The notes will pay a contingent quarterly coupon on a coupon payment date if the closing value of the underlier isgreater thanorequal tothe coupon trigger value on the related coupon observation date.Automatic Call:The notes will be automatically called on a quarterly call payment date if the closing value of the underlier isgreater thanorequal tothe initial underlier value on the related call observation date. The terms included in the “Key Terms” table below are expected to be as indicated, but such terms will be set on the trade date.You should read thedisclosure herein to better understand the terms and risks of your investment, including the credit risk of Nomura America Finance, LLC and Nomura Holdings, Inc. See page PS-10. Investing in the notes involves significant risks, including Nomura America Finance, LLC and Nomura Holdings, Inc.’s credit risk. You shouldcarefully consider the risk factors under “Selected Risk Factors” beginning on page PS-10 of this pricing supplement, under “Additional Risk FactorsSpecific to the Notes” beginning on page PS-18 of the accompanying product prospectus supplement, under “Risk Factors” beginning on page 6 in the 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 $890.90 and $920.90 per $1,000 face amount, which is expected to be less than the The expected delivery of the notes will be made against payment therefor on or about the original issue date. The notes will be unsecured obligations of Nomura America Finance, LLC. Nomura America Finance, LLC is not a bank, and the notes will not constitutedeposits insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency or instrumentality. See “Supplemental Plan of Distribution.” 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. Goldman Sachs & Co. LLCDecember The issue price, underwriting discount and net proceeds listed above relate to the notes we sell initially. We may decide to sell additional notes after thedate of this pricing supplement, at issue prices and with underwriting discounts and net proceeds that differ from the amounts set forth above. The return Nomura America Finance, LLC may use this prospectus in the initial sale of the notes. In addition, Nomura Securities International, Inc. or any otheraffiliate of Nomura America Finance, LLC may use this prospectus in a market-making transaction in a note after its initial sale.Unless Nomura AmericaFinance, LLC or its agent informs the purchaser otherwise in the confirmation of sale, this prospectus is being used in a market-making transaction. 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 “Selected Risk Factors” beginning on page PS-10 of this pricing supplement. We 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. This You may access the prospectus and the product prospectus supplement on the Securities and Exchange Commission (“SEC”) website at www.sec.gov asfollows: SUPPLEMENTAL TERMS OF THE NOTES For purposes of the notes offered by this pricing supplement, all references to each of the following terms used in the accompanying product prospectussupplement will be deemed to refer to the corresponding term used in this pricing supplement, as set f