野村控股美股招股说明书(2025-12-17版)

US$329,000 Nomura America Finance, LLCSenior Global Medium-Term Notes, SeriesAFully and Unconditionally Guaranteed by Nomura Holdings,Inc. Autocallable Contingent Coupon Barrier Notes Linked to the Equity Securities of Target Corporation due December20, 2028 Nomura America Finance, LLC is offering the autocallable contingent coupon barrier notes linked to the common stock of TargetCorporation (the “reference asset”) due December20, 2028 (the “notes”) described below. The notes are unsecured securities. Allpayments 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 2.5875% (equivalent to 10.35% per annum), payable if the closing value of thereference asset on the applicable 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 June15,2026 if the closing value 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 referenceasset, and you will lose all 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 yourparticular circumstances. Investing in the notes involves significant risks, including our and Nomura’s credit risk. You should carefully consider the riskfactors under “Additional Risk Factors Specific to Your Notes” beginning on pagePS-6of this pricing supplement, under “RiskFactors” beginning on page6 in the accompanying prospectus, under “Additional Risk Factors Specific to the Notes” beginningon pagePS-18 of the accompanying product prospectus supplement, and any risk factors incorporated by reference into theaccompanying 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 topricing models used by Nomura Securities International,Inc.) is $934.80 per $1,000 principal amount, which is less than the priceto 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 Insurance Corporation 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 publicless the agent’s commission. The price to public, agent’s commission and proceeds to issuer listed above relate to the notes we sellinitially. We may decide to sell additional notes after the trade date but prior to the original issue date, at a price to public, agent’scommission and proceeds to issuer that differ from the amounts set forth above, but the agent’s commission will not exceed theamount set forth above and the proceeds to issuer will not be less than the amount set forth above. Certain dealers who purchase thenotes for 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 ofour affiliates may use this pricing supplement in market-making transactions in the notes after their initial sale.Unless we or our agentinforms the purchaser otherwise in the confirmation of sale, the final pricing supplement is being used in a market-makingtransaction. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this pricing supplement. Any representation to the contrary is a criminaloffense. Nomura ADDITIONAL INFORMATION You should read this pricing supplement together with the prospectus, dated July20, 2023 (the “prospectus”), and the productprospectus supplement, dated February29, 2024 (the “product prospectus supplement”), relating to our Senior Global Medium-TermNotes, SeriesA, of which these notes are a part.In the event of any conflict between the terms of this pricing supplement and theterms of the prospectus or the product prospectus supplement, the terms of this pricing supplement will control. This pricing supplement, together with the prospectus and the product prospectus supplement, contains the terms of the notes. Youshould carefully consider, among other things, the matters set forth under “Risk Factors” in the accompanying prospectus, under“Additional Risk Factors Specific to the Notes” in the accompanying product prospectus sup