野村控股美股招股说明书(2026-05-15版)

US$1,000,000Nomura America Finance, LLC Senior Global Medium-Term Notes, Series AFully and Unconditionally Guaranteed by Nomura Holdings, Inc. Autocallable Memory Coupon Barrier Notes Linked to the Least Performing of the State Street®SPDR®S&P 500®ETF, the iShares®Russell 2000®ETF and the PowerShares QQQ TrustSM, Series 1 ETF due May 18, 2028 Nomura America Finance, LLC is offering the autocallable memory coupon barrier notes linked to the least performing of the State Street®SPDR®S&P500®ETF, the iShares®Russell 2000®ETF and the PowerShares QQQ TrustSM, Series 1 ETF (each, a “reference asset” and together, the “referenceassets”) due May 18, 2027 (the “notes”) described below. The notes are unsecured securities. All payments on the notes are subject to our credit risk andthat of the guarantor of the notes, Nomura Holdings, Inc.Semi-annual contingent coupon payments at a rate of 5.65% (equivalent to 11.30% per annum), payable if the closing value of each reference asset on theapplicable coupon observation date is greater than or equal to 70% of its 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 ofeach reference asset is greater than or equal to 70% of its initial value.Callable semi-annually at the principal amount plus the applicable contingent coupon on any call observation date on or after November 13, 2026 if theclosing value of each reference asset is at or above its call barrier value.If the notes are not called and the least performing reference asset declines by more than 30%, 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 two 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 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 $980.90 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., an affiliate of ours acting as the distribution agent, will purchase the notes from us at the price to the public lessthe 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 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 that differ from theamounts set forth above, but the agent’s commission will not exceed the amount set forth above and the proceeds to issuer will not be less than the amount setforth above. Certain dealers who purchase the notes for sale to certain fee-based advisory accounts may forgo some or all of their selling concessions, fees orcommissions. See “Supplemental Plan of Distribution (Conflicts of Interest)” herein. 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. Nomura May 14, 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