野村控股美股招股说明书(2026-02-09版)

SUBJECT TO COMPLETION. DATED February6, 2026 PRICING SUPPLEMENT TO THE PROSPECTUS DATED JULY 20, 2023 AND THE PRODUCT PROSPECTUS SUPPLEMENT DATEDFEBRUARY 29, 2024 US$Nomura America Finance, LLCSenior Global Medium-Term Notes, SeriesAFully and Unconditionally Guaranteed by Nomura Holdings,Inc. Digital Buffer Notes Linked to the Least Performing of the Equity Securities of Advanced Micro Devices,Inc. and Microsoft Corporation due March15,2027 Nomura America Finance, LLC is offering the digital buffer notes linked to the least performing of the common stock of Advanced Micro Devices,Inc. andthe common stock of Microsoft Corporation (each, a “reference asset” and together, the “reference assets”) due March15, 2027 (the “notes”) describedbelow. The notes are unsecured securities. All payments on the notes are subject to our credit risk and that of the guarantor of the notes, NomuraHoldings,Inc.If the final value of the least performing reference asset is greater than or equal to its digital barrier, you will receive the digital return of 15.50%.If the final value of the least performing reference asset is less than its buffer value, there is approximately 1.538462x exposure to each 1.00% decline in theleast performing reference asset beyond -35%, and you will lose all or a portion of your principal amount at maturity. The reference asset with the lowestreference asset performance is the “least performing reference asset.”Approximately a 13 month 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 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 accompanyingprospectus, under “Additional Risk Factors Specific to the Notes” beginning on pagePS-18 of the accompanying product prospectus supplement, and anyrisk 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 $941.20 and $971.20 per $1,000 principal amount, which is expected to be less than the priceto 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 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.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 thetrade 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 forth above, but theagent’s commission will not exceed the amount set forth above and the proceeds to issuer will not be less than the amount set forth above. Certain dealers whopurchase the notes 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 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 theconfirmation 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 upon theaccuracy or adequacy of this pricing supplement. Any representation to the contrary is a criminal offense. Nomura February, 2026 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 ofthis pricing supplement will control. This pricing supplement, together with the prospectus and the product prospectus supplement, contains the terms of