野村控股美股招股说明书(2026-02-05版)

PRICING SUPPLEMENT TO THE PROSPECTUS DATED JULY 20, 2023 AND THE PRODUCT PROSPECTUS SUPPLEMENT DATEDFEBRUARY 29, 2024 US$ Nomura America Finance, LLC Senior Global Medium-Term Notes, SeriesAFully and Unconditionally Guaranteed by Nomura Holdings,Inc. Leveraged Notes with Call Feature Linked to Equity Securities of Tesla,Inc. due February7, 2030 Nomura America Finance, LLC is offering the leveraged notes with call feature linked to the to the common stock of Tesla,Inc. (the “reference asset”) dueFebruary7, 2030 (the “notes”) described below. The notes are unsecured securities. All payments on the notes are subject to our credit risk and that of the Callable at the principal amount plus the call premium of at least 25.00% (to be determined on the trade date) on February17, 2027, the call observationdate, if the closing value of the reference asset is at or above the call barrier value equal to 100% of the initial value of the reference asset. If the notes are not automatically called, at maturity: 2.044x exposure to any positive return of the reference asset; If the reference asset declines from its initial value, 1-to-1 downside exposure to any decrease in the closing value of the reference asset, with a potentialloss of 100% of your investment. Approximately a four 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 “AdditionalRisk Factors Specific to Your Notes” beginning on pagePS-5 of this pricing supplement, under “Risk Factors” beginning on page6 in the accompanying 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 $948.20 and $978.20 per $1,000 principal amount, which is expected to be less than the 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 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’s commission.We will pay referral fees of up to 0.30% per $1,000 principal amount in connection with the distribution of the notes to other registered broker-dealers. In no casewill the sum of the agent’s commission and referral fees exceed 0.55% per $1,000 principal amount. The price to public, agent’s commission and proceeds toissuer listed above relate to 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 topublic, agent’s commission and proceeds to issuer that differ from the amounts set forth above, but the agent’s commission will not exceed the amount set forth 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 the 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. Nomura February ADDITIONAL INFORMATION You should read this pricing supplement together with the prospectus, dated July20, 2023 (the “prospectus”), and the product prospectus supplement, datedFebruary29, 2024 (the “product prospectus supplement”), relating to our Senior Global Medium-Term Notes, SeriesA, of which these notes are a part.In theevent of any conflict between the terms of this pricing supplement and the terms of the prospectus or the product prospectus supplement, the terms of This pricing supplement, together with the prospectus and the product prospectus supplement, contains the terms of the notes. You should carefully consider,among other things, the matters set forth under “Risk Factors” in the accompanying prospectus under “Additional Risk Factors Specific to the Notes” in theaccompanying product prospectus supplement, and under “Additional Risk Factors Specific to Your Notes” beginning on pagePS-5 of this pricing supplement. We have not authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference in thispricing supplement. We take no resp