野村控股美股招股说明书(2026-03-20版)

US$548,000Nomura America Finance, LLC Senior Global Medium-Term Notes, SeriesAFully and Unconditionally Guaranteed by Nomura Holdings,Inc. Issuer Redeemable Contingent Coupon Barrier Notes Linked to the Least Performing of the S&P 500®Index, the Russell 2000®Index and the NASDAQ-100 Index®due March 21, 2031 Nomura America Finance, LLC is offering the issuer redeemable contingent coupon barrier notes linked to the least performing of theS&P 500®Index, the Russell 2000®Index and the NASDAQ-100 Index®(each, a “reference asset” and together, the “referenceassets”) due March 21, 2031 (the “notes”) described below. The notes are unsecured securities. All payments on the notes are subject toour credit risk and that of the guarantor of the notes, Nomura Holdings, Inc. Monthly contingent coupon payments at a rate of 1.0208% (equivalent to approximately 12.25% per annum), payable if the closingvalue of each reference asset on the applicable coupon observation date is greater than or equal to 75% of its initial value. The notes will be redeemable by us, at our option, in whole but not in part, at the principal amount plus the applicable contingentcoupon, if payable, on any optional redemption date on or after September 23, 2026, regardless of the performance of any referenceasset. If the notes are not redeemed and the least performing reference asset declines by more than 25% but not more than 30%, you willreceive 100% of your principal amount at maturity but will not receive a contingent coupon. If the notes are not redeemed and the least performing reference asset declines by more than 30%, 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 asset with thelowest reference asset performance is the “least performing reference asset.” Approximately a five year maturity, if not redeemed. 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 particularcircumstances. Investing in the notes involves significant risks, including our and Nomura’s credit risk. You should carefully consider the riskfactors under “Additional Risk Factors Specific to Your Notes” beginning on pagePS-6of this pricing supplement, under “RiskFactors” beginning on page6 in the accompanying prospectus, under “Additional Risk Factors Specific to the Notes” beginning onpagePS-18 of the accompanying product prospectus supplement, and any risk factors incorporated by reference into the accompanyingprospectus 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 topricing models used by Nomura Securities International, Inc.) is $958.50 per $1,000 principal amount, which is less than the price topublic. 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. FederalDeposit 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 theagent’s commission. We will pay referral fees of 0.95% per $1,000 principal amount in connection with the distribution of the notes to otherregistered broker-dealers. In no case will the sum of the agent’s commission and referral fees exceed 1.20% per $1,000 principal amount.The price to public, agent’s commission and proceeds to issuer listed above relate to the notes we sell initially. We may decide to selladditional notes after the trade date but prior to the original issue date, at a price to public, agent’s commission and proceeds to issuer thatdiffer from the amounts set forth above, but the agent’s commission will not exceed the amount set forth above and the proceeds to issuerwill not be less than the amount set forth above. Certain dealers who purchase the notes for sale to certain fee-based advisory accounts mayforgo 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 ouraffiliates may use this pricing supplement in market-making transactions in the notes after their initial sale.Unless we or our agent informs the purchaser otherwise in the confirmation 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 securitiesor passed upon the accuracy or adequacy of this pricing supplement. Any representation to the contrary is a criminal offense. Nomura March 18, 2026 AD