野村控股美股招股说明书(2025-12-23版)

US$1,674,000Nomura America Finance, LLC Step-Down Autocallable Barrier Notes Linked to the Least Performing of the S&P 500®the NASDAQ-100 Index®due December22, 2028 Nomura America Finance, LLC is offering the step-down autocallable barrier notes linked to the least performing of the S&P500® Index, the Russell 2000® Index and the NASDAQ-100 Index® (each, a “reference asset” and together, the “referenceassets”) due December22, 2028 (the “notes”) described below. The notes are unsecured securities. Any payment on the notes is Callable annually at the principal amount plus the applicable call premium (10.25% per annum) on any call observation date on orafter December28, 2026 if the closing value of each reference asset is at or above its applicable call barrier level. You will not If the notes are not called and the least performing reference asset declines by more than 20% but less than or equal to 30%, you If the notes are not called and the least performing reference asset declines by more than 30%, there is full exposure to declines inthe least performing reference asset, and you will lose all or a portion of your principal amount at maturity. The reference asset Approximately a three year maturity, if not called prior to maturity. 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-5of this pricing supplement, under “RiskFactors” beginning on page6 in the accompanying prospectus, under “Additional Risk Factors Specific to the Notes” beginning 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 $976.70 per $1,000 principal amount, which is less than the priceto public. 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 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. We will pay referral fees of up to 0.50% per $1,000 principal amount in connection with the distribution $1,000 principal amount. 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 the 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 the final pricing supplement in market-making transactions in the notes after their initial sale.Unless we or ouragent informs the purchaser otherwise in the confirmation of sale, the final pricing supplement is being used in a market-making 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 criminal December19, 2025 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 the 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 supplement, and under “Additional Risk We have not authorized anyone to provide any information or to make any representations other than those contained orincorporated by reference in this pricing supplement. We take no responsibility for, and can provide no assurance as to the reliabilityof, any other information that others may provide. This pric