野村控股美股招股说明书(2026-01-15版)

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 of 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 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 $896.40 and $926.40 per $1,000 principal amount, which is expected to be less than the 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 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 ADDITIONAL INFORMATION You should read this pricing supplement together with the prospectus, dated July 20, 2023 (the “prospectus”), and the product prospectus supplement,dated February 29, 2024 (the “product prospectus supplement”), relating to our Senior Global Medium-Term Notes, Series A, 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 page PS-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 inthis pricing supplement. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide.This pricing supplement is an o