野村控股美股招股说明书(2026-01-14版)

US$14,573,000Nomura America Finance, LLCSenior Global Medium-Term Notes, SeriesAFully and Unconditionally Guaranteed by Nomura Holdings,Inc. Issuer Redeemable Contingent Coupon Barrier Notes Linked to the Least Performing of the S&P 500®Index and the Russell 2000®Index due June28, Nomura America Finance, LLC is offering the issuer redeemable contingent coupon barrier notes linked to the least performing of the S&P 500®Index, andthe Russell 2000®Index (each, a “reference asset” and together, the “reference assets”) due June28, 2027 (the “notes”) described below. The notes areunsecured securities. All payments on the notes are subject to our credit risk and that of the guarantor of the notes, Nomura Holdings,Inc.Monthly contingent coupon payments at a rate of 0.755% (equivalent to 9.06% per annum), payable if the closing value of each reference asset on theapplicable coupon observation date is greater than or equal to 65% 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 contingent coupon, if payable, on anyoptional redemption date on or after March26, 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 35%, there is full exposure to declines in the least performingreference asset, and you will lose all or a portion of your principal amount at maturity. The reference asset with the lowest reference asset performance is the“least performing reference asset.”Approximately a one year and six month maturity, if not redeemed.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 “AdditionalRisk Factors Specific to Your Notes” beginning on pagePS-6of this pricing supplement, under “Risk Factors” beginning on page6 in the accompanyingprospectus, under “Additional Risk Factors Specific to the Notes” beginning on pagePS-18 of the accompanying product prospectus supplement, and anyrisk factors incorporated by reference into the accompanying 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 to pricing models used byNomura Securities International,Inc.) is $989.60 per $1,000 principal amount, which is less than the price to 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 InsuranceCorporation or any other governmental agency or instrumentality.Price to PublicAgent’s CommissionProceeds to Issuer Citigroup Global MarketsInc., acting as the distribution agent, will purchase the notes from us at the price to the public less the agent’s commission. Theagent’s commission and proceeds to issuer represent a combination of $3,253,000 of notes sold with an agent’s commission of 0.25% and referral fees of 0.25%per $1,000 principal amount and $11,320,000 of notes sold with an agent’s commission of 0.50% per $1,000 principal amount. The referral fee will be paid inconnection with the distribution of the notes to other registered broker-dealers. The price to public, agent’s commission and proceeds to issuer listed above relateto the notes we sell initially. We may decide to sell additional notes after the trade date but prior to the original issue date, at a price to public, agent’s commissionand proceeds to issuer that differ from the amounts set forth above, but the agent’s commission will not exceed the amount set forth above and the proceeds toissuer will not be less than the amount set forth above. Certain dealers who purchase the notes for sale to certain fee-based advisory accounts may forgo some orall 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 of our affiliates may use thefinal 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 upon theaccuracy or adequacy of this pricing supplement. Any representation to the contrary is a criminal offense. Citigroup December23, 2025 ADDITIONAL INFORMATION You should read this pricing supplement together with the prospectus, dat