野村控股美股招股说明书(2026-01-15版)

The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is not an offerto sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.Filed Pursuant to Rule 424(b)(2) SUBJECT TO COMPLETION. DATED January 15, 2026 PRICING SUPPLEMENT TO THE PROSPECTUS DATED JULY 20, 2023 AND THE PRODUCT PROSPECTUSSUPPLEMENT DATED FEBRUARY 29, 2024 US$ Nomura America Finance, LLCSenior Global Medium-Term Notes, Series A Fully and Unconditionally Guaranteed by Nomura Holdings, Inc. Autocallable Memory Coupon Barrier Notes Linked to the Equity Securities of Tesla, Inc. due February 1, 2029 Nomura America Finance, LLC is offering the autocallable memory coupon barrier notes linked to the common stock of Tesla, Inc. (the “reference asset”)due February 1, 2029 (the “notes”) described below. The notes are unsecured securities. All payments on the notes are subject to our credit risk and that ofthe guarantor of the notes, Nomura Holdings, Inc. Quarterly contingent coupon payments at a rate of at least 3.05% (equivalent to at least 12.20% per annum) (to be determined on the trade date), payableif the closing value of the reference asset on the applicable coupon observation date is greater than or equal to 60% of the initial value.If a contingent coupon is not paid on a coupon payment date, such contingent coupon will be paid on a later coupon payment date if the closing valueofSS the reference asset 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 July 27, 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 page PS-6 of this pricing supplement, under “Risk Factors” beginning on page 6 in theaccompanying prospectus, under “Additional Risk Factors Specific to the Notes” beginning on page PS-18 of the accompanying product prospectussupplement, and any risk 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 are set on the trade date (as determined by reference to pricing models used byNomura Securities International, Inc.) is expected to be between $896.40 and $926.40 per $1,000 principal amount, which is expected to be less than theprice 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 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 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 setforth above, but the agent’s commission will not exceed the amount set forth above and the proceeds to issuer will not be less than the amount set forthabove. Certain dealers who purchase the notes for sale to certain fee-based advisory accounts may forgo some or all of their selling concessions, fees orcommissions. 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 inthe confirmation 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. Nomura January, 2026 You may not receive any contingent coupon pa