野村控股美股招股说明书(2026-03-16版)

US$75,000Nomura America Finance, LLC Senior Global Medium-Term Notes, SeriesAFully and Unconditionally Guaranteed by Nomura Holdings,Inc. Autocallable Contingent Coupon Barrier Notes Linked to the Least Performing of the Equity Securities of The Goldman Sachs Group,Inc., MorganStanley, and Wells Fargo& Company due March16, 2029 Nomura America Finance, LLC is offering the autocallable contingent coupon barrier notes linked to the least performing of the common stock of TheGoldman Sachs Group,Inc., the common stock of Morgan Stanley, and the common stock of Wells Fargo& Company (each, a “reference asset” andtogether, the “reference assets”) due March16, 2029 (the “notes”) described below. The notes are unsecured securities. All payments on the notes aresubject to our credit risk and that of the guarantor of the notes, Nomura Holdings,Inc.Quarterly contingent coupon payments at a rate of 3.25% (equivalent to 13.00% per annum), payable if the closing value of each reference asset on theapplicable coupon observation date is greater than or equal 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 September14, 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 does not decline by more than 40%, you will receive the principal amount plus the finalcontingent coupon.If the notes are not called and the least performing reference asset declines by more than 40%, 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 isthe “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 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 pagePS-6of this pricing supplement, under “Risk Factors” beginning on page6 in theaccompanying prospectus, under “Additional Risk Factors Specific to the Notes” beginning on pagePS-18 of the accompanying product prospectussupplement, and any risk 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 were set on the trade date (as determined by reference to pricing models used byNomura Securities International,Inc.) is $907.40 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 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 thispricing 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, this 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 uponthe accuracy or adequacy of this pricing supplement. Any representation to the contrary is a criminal offense. Nomura March13, 2026 You may not receive any contingent coupon payments over the term of the notes. 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 supp