野村控股美股招股说明书(2025-12-30版)

SUBJECT TO COMPLETION. DATED December30, 2025 PRICING SUPPLEMENT TO THE PROSPECTUS DATED JULY 20, 2023 AND THE PRODUCT PROSPECTUS SUPPLEMENT DATEDFEBRUARY 29, 2024 US$ Nomura America Finance, LLCSenior Global Medium-Term Notes, SeriesA Autocallable Contingent Coupon Barrier Notes Linked to the Equity Securities of Tesla,Inc. due January19, 2029 Nomura America Finance, LLC is offering the autocallable contingent coupon barrier notes linked to the common stock ofTesla,Inc.(the “referenceasset”) due January19, 2029 (the “notes”) described below. The notes are unsecured securities. All payments on the notes are subject to our credit risk and Quarterly contingent coupon payments at a rate of at least 4.125% (equivalent to 16.50% per annum) (to be determined on the trade date), payable if theclosing value of the reference 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 July15, 2026 if the closing valueof 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 reference asset, and you will lose allor 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 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 pagePS-6of this pricing supplement, under “Risk Factors” beginning on page6 in theaccompanying prospectus, under “Additional Risk Factors Specific to the Notes” beginning on pagePS-18 of the accompanying product prospectus 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 $900.30 and $930.30 per $1,000 principal amount, which is expected to be less than the price to 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 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. The price to public, agent’s commission and proceeds to issuer listed above relate to the notes we sell initially. We may decide to sell additionalnotes after the trade date but prior to the original issue date, at a price to public, agent’s commission and proceeds to issuer that differ from the amounts set 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 usethe final 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, the final 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 supplement. Any representation to the contrary is a criminal offense. NomuraJanuary, 2026 ADDITIONAL INFORMATION You should read this pricing supplement together with the prospectus, dated July20, 2023 (the “prospectus”), and the product prospectus supplement,dated February29, 2024 (the “product prospectus supplement”), relating to our Senior Global Medium-Term Notes, SeriesA, 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 pagePS-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 n