野村控股美股招股说明书(2025-12-31版)

Nomura America Finance, LLCSenior Global Medium-Term Notes, Series A Issuer Redeemable Contingent Coupon Barrier Notes Linked to the Least Performing of the S&P 500® Index and the Nasdaq-100®Technology Sector Index due January 3, 2031 Nomura America Finance, LLC is offering the issuer redeemable contingent coupon barrier notes linked to the least performing of the S&P 500® Index, the Russell 2000®Index and the Nasdaq-100®Technology Sector Index (each, a “reference asset” and together, the“reference assets”) due January 3, 2031 (the “notes”) described below. The notes are unsecured securities. All payments on the notes aresubject to our credit risk and that of the guarantor of the notes, Nomura Holdings, Inc.Monthly contingent coupon payments at a rate of 0.925% (equivalent to 11.10% per annum), payable if the closing value of eachreference asset on the applicable coupon observation date is greater than or equal to 70% of its initial value.The notes will be redeemable by us, at our option, in whole but not in part, at the principal amount plus the applicable contingentcoupon, if payable, on any optional redemption date on or after July 6, 2026, regardless of the performance of any reference asset.If the notes are not redeemed and the least performing reference asset declines by more than 30% but by less than or equal to 40%, there 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 page PS-6of this pricing supplement, under “Risk Factors”beginning on page 6 in the accompanying prospectus, under “Additional Risk Factors Specific to the Notes” beginning on page PS-18 of 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 $976.60 per $1,000 principal amount, which is less than the price to 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. FederalDeposit 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 public less theagent’s commission. We will pay referral fees of up to 0.65% per $1,000 principal amount in connection with the distribution of the notesto other registered broker-dealers. In no case will the sum of the agent’s commission and referral fees exceed 0.90% per $1,000 principalamount. The price to public, agent’s commission and proceeds to issuer listed above relate to the notes we sell initially. We may decide tosell additional notes after the trade date but prior to the original issue date, at a price to public, agent’s commission and proceeds to issuer We will use this pricing supplement in the initial sale of the notes. In addition, Nomura Securities International, Inc. or another of ouraffiliates 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-making Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securitiesor passed upon the accuracy or adequacy of this pricing supplement. Any representation to the contrary is a criminal offense. NomuraDecember 30, 2025 ADDITIONAL INFORMATION You should read this pricing supplement together with the prospectus, dated July 20, 2023 (the “prospectus”), and the productprospectus supplement, dated February 29, 2024 (the “product prospectus supplement”), relating to our Senior Global Medium-TermNotes, Series A, 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 Factors We have not authorized anyone to provide any information or to make any representations other than those contained or incorporatedby reference in this pricing supplement. We take no responsibility for, and can provide no assurance as to the reliability of, any otherinformation that others may provide. This pricing supplement is an offer to sell only the securities offered hereby, but only under You may access the prospectus and the product prospectus supplement on the Securities and