野村控股美股招股说明书(2026-04-07版)

Nomura America Finance, LLC Senior Global Medium-Term Notes, SeriesA Fully and Unconditionally Guaranteed by Nomura Holdings,Inc. Autocallable Memory Contingent Coupon Barrier Notes Linked to the Common Stock of JetBlue Airways Corporation due April20, 2027 Nomura America Finance, LLC is offering the autocallable memory contingent coupon barrier notes linked to the common stock of JetBlue AirwaysCorporation (the “reference asset”) due April20, 2027 (the “notes”) described below. The notes are unsecured securities. All payments on the notes are Quarterly contingent coupon payments at a rate of 9.39% (equivalent to 37.56% per annum), payable if the closing value of the reference asset on theapplicable coupon observation date is greater than or equal to 65% of the initial value. If a contingent coupon is not paid on a coupon payment date, such contingent coupon will be paid on a later coupon payment date if the closing value ofthe reference asset is greater than or equal to 65% of the initial value. Callable quarterly at the principal amount plus the applicable contingent coupon on any call observation date on or after July15, 2026 if the closing valueof the reference asset is at or above the call barrier level. You will not receive back any fees if notes are automatically called. If the notes are not called and the reference asset declines by more than 35%, there is full exposure to declines in the reference asset, and you will lose allor a portion of your principal amount at maturity. Approximately a one 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 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 $961.80 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., as distribution agent, will purchase the notes from Nomura America Finance, LLC for distribution to J.P. MorganSecurities LLC, which we refer to as JPMS LLC, and JPMorgan Chase Bank, N.A., which will act as placement agents for the notes. The placement agentswill forego fees for sales to fiduciary accounts. The total fees represent the amount that the placement agents receive from sales to accounts other than such 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 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. NomuraApril6, 2026 ADDITIONAL INFORMATION You should read this pricing supplement together with the prospectus, dated July20, 2023 (the “prospectus”), and the product prospectus supplement,dated February29, 2024 (the “product prospectus supplement”), relating to our Senior Global Medium-Term Notes, SeriesA, 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 pagePS-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 in thispricing supplement. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide. This