野村控股美股招股说明书(2026-01-29版)

The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricingsupplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale isnot permitted. SUBJECT TO COMPLETION. DATED JANUARY 28, 2026 PRICING SUPPLEMENT TO THE PROSPECTUS DATED JULY 20, 2023 AND THE PRODUCTPROSPECTUS SUPPLEMENT DATED FEBRUARY 29, 2024 US$ Nomura America Finance, LLC Senior Global Medium-Term Notes, Series A Fully and Unconditionally Guaranteed by Nomura Holdings, Inc. Autocallable Contingent Coupon Barrier Notes Linked to the Least Performing of the Equity Securities of The Goldman SachsGroup, Inc., Morgan Stanley and Wells Fargo & Company due February 15, 2029 Nomura America Finance, LLC is offering the autocallable contingent coupon barrier notes linked to the least performing of thecommon stock of The Goldman Sachs Group, Inc., the common stock of Morgan Stanley and the common stock of Wells Fargo &Company (each, a “reference asset” and together, the “reference assets”) due February 15, 2029 (the “notes”) described below.The notes are unsecured securities. All payments on the notes are subject to our credit risk and that of the guarantor of the notes,Nomura Holdings, Inc. Quarterly contingent coupon payments at a rate of at least 2.688% (equivalent to at least 10.75% per annum) (to be determined onthe trade date), payable if the closing value of each reference asset on the applicable coupon observation date is greater than orequal to 60% of its initial value.Callable quarterly at the principal amount plus the applicable contingent coupon on any call observation date on or after August12, 2026 if the closing value of each reference asset is at or above its call barrier level.If the notes are not called and the least performing reference asset does not decline by more than 40%, you will receive theprincipal amount plus the final contingent coupon payment, if payable.If the notes are not called and the least performing reference asset declines by more than 40%, there is full exposure to declines inthe least performing reference asset, and you will lose all or a portion of your principal amount at maturity. The reference assetwith the lowest reference asset performance is the “least performing reference asset.”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 yourparticular circumstances. Investing in the notes involves significant risks, including our and Nomura’s credit risk. You should carefully consider therisk factors 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 accompanying product prospectus supplement, and any risk factors incorporated by reference intothe 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 topricing models used by Nomura Securities International, Inc.) is expected to be between $898.70 and $928.70 per $1,000 principalamount, which is expected to be less than the price 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 publicless the agent’s commission. The price to public, agent’s commission and proceeds to issuer listed above relate to the notes we sellinitially. We may decide to sell additional notes after the trade date but prior to the original issue date, at a price to public, agent’scommission and proceeds to issuer that differ from the amounts set forth above, but the agent’s commission will not exceed theamount set forth above and the proceeds to issuer will not be less than the amount set forth above. Certain dealers who purchase thenotes for sale to certain fee-based advisory accounts may forgo some or all 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 anotherof our affiliates may use the final pricing supplement in market-making transactions in the notes after their initial sale.Unless we orour agent informs the purchaser otherwise in the confirmation of sale, the final pricing supplement is being used in a market-makin