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野村控股美股招股说明书(2026-03-11版)

2026-03-11 美股招股说明书 有梦想的人不睡觉
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US$315,000Nomura America Finance, LLC Senior Global Medium-Term Notes, Series A Autocallable Contingent Coupon Barrier Notes Linked to the Least Performing of the Equity Securities of Snap Inc., Affirm Holdings, Inc., andJetblue Airways Corporation due March 14, 2029 Nomura America Finance, LLC is offering the autocallable contingent coupon barrier notes linked to the least performing of the common stock of SnapInc., the common stock of Affirm Holdings, Inc., and the common stock of Jetblue Airways Corporation (each, a “reference asset” and together, the“reference assets”) due March 14, 2029 (the “notes”) described below. The notes are unsecured securities. All payments on the notes are subject to our Monthly contingent coupon payments at a rate of 3.75% (equivalent to 45.00% per annum), payable if the closing value of each reference asset on theapplicable coupon observation date is greater than or equal to 50% of its initial value. Callable quarterly at the principal amount plus the applicable contingent coupon on any call observation date on or after September 9, 2026 if the closingvalue of each reference asset is at or above its call barrier level. If the notes are not called and the least performing reference asset declines by more than 50%, there is full exposure to declines in the least performingreference asset, and you will lose all or a portion of your principal amount at maturity. The reference asset with the lowest reference asset performance is 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-6of 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 were set on the trade date (as determined by reference to pricing models used byNomura Securities International, Inc.) is $900.00 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 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 public less the agent’scommission. We will pay referral fees of 1.10% per $1,000 principal amount in connection with the distribution of the notes to other registered broker-dealers. In no case will the sum of the agent’s commission and referral fees exceed 1.35% per $1,000 principal amount. The price to public, agent’scommission and proceeds to issuer listed above relate to the notes we sell initially. We may decide to sell additional notes after the trade date but prior to the 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 usethis 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 uponthe accuracy or adequacy of this pricing supplement. Any representation to the contrary is a criminal offense. NomuraMarch 9, 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. 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