野村控股美股招股说明书(2026-01-28版)

US$1,000,000Nomura America Finance, LLCSenior Global Medium-Term Notes, SeriesA Leveraged Participation Notes Linked to the S&P 500®Futures Excess Return Index due January20, 2032 Nomura America Finance, LLC is offering the leveraged notes linked to the S&P 500®Futures Excess Return Index (the “reference asset”) dueJanuary20, 2032 (the “notes”) described below. The notes are unsecured securities. All payments on the notes are subject to our credit risk andthat of the guarantor of the notes, Nomura Holdings,Inc. 1.61x exposure to any positive return of the reference asset Return of principal at maturity if the reference asset performance is less than or equal to zero Approximately a six year maturity 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 particularcircumstances. 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-5 of this pricing supplement, under “Risk Factors” beginning on page6in the accompanying prospectus, under “Additional Risk Factors Specific to the Notes” beginning on pagePS-18 of the accompanying product 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 modelsused by Nomura Securities International,Inc.) is $990.40 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 DepositInsurance 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. We will pay referral fees of 0.45% per $1,000 principal amount in connection with the distribution of the notes to other registeredbroker-dealers. In no case will the sum of the agent’s commission and referral fees exceed 0.70% per $1,000 principal amount. 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 additional notes after the trade datebut prior to the original issue date, at a price to public, agent’s commission and proceeds to issuer that differ from the amounts set forth above, but We will use this pricing supplement in the initial sale of the notes. In addition, Nomura Securities International,Inc. or another of our affiliatesmay use this pricing supplement in market-making transactions in the notes after their initial sale.Unless we or our agent informs the purchaser Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities orpassed upon the accuracy or adequacy of this pricing supplement. Any representation to the contrary is a criminal offense. NomuraJanuary 14, 2026 ADDITIONAL INFORMATION You should read this pricing supplement together with the prospectus, dated July20, 2023 (the “prospectus”), and the product prospectussupplement, dated February29, 2024 (the “product prospectus supplement”), relating to our Senior Global Medium-Term Notes, SeriesA, of whichthese 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 This pricing supplement, together with the prospectus and the product prospectus supplement, contains the terms of the notes. You shouldcarefully consider, among other things, the matters set forth under “Risk Factors” in the accompanying prospectus under “Additional Risk FactorsSpecific to the Notes” in the accompanying product prospectus supplement, and under “Additional Risk Factors Specific to Your Notes” beginning We have not authorized anyone to provide any information or to make any representations other than those contained or incorporated byreference in this pricing supplement. We take no responsibility for, and can provide no assurance as to the reliability of, any other information thatothers may provide. This pricing supplement is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions You may access the prospectus and the product prospectus supplement on the SEC website at www.sec.gov as follows: Prospectus dated July20, 2023: https://www.sec.gov/Archives/edgar/data/1383951/000110465923082805/tm2320650-3_424b3.htm https://www.sec.gov/Archives/edgar/data/1163653/000110465924029404/tm247408-1_424b3.htm ADDITIONAL RISK FACTORS SPECIFIC TO YOUR NOTES An investment in the notes is subject to the risks described below, as well as the