您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。 [美股招股说明书]:野村控股美股招股说明书(2026-06-16版) - 发现报告

野村控股美股招股说明书(2026-06-16版)

2026-06-16 美股招股说明书 测试专用号1普通版
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The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is not an offerto sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.Filed Pursuant to Rule 424(b)(2) SUBJECT TO COMPLETION. DATED June 16, 2026 PRICING SUPPLEMENT TO THE PROSPECTUS DATED JULY 20, 2023 AND THE PRODUCT PROSPECTUSSUPPLEMENT DATED FEBRUARY 29, 2024 US$Nomura America Finance, LLCSenior Global Medium-Term Notes, Series AFully and Unconditionally Guaranteed by Nomura Holdings, Inc. Leveraged Barrier Notes with Autocall Feature Linked to the S&P 500®Futures Excess Return Index due July 1, 2031Nomura America Finance, LLC is offering the leveraged barrier notes with autocall feature linked to the S&P 500® Futures Excess Return Index (the“reference asset”) due July 1, 2031 (the “notes”) described below. The notes are unsecured securities. All payments on the notes are subject to our creditrisk and that of the guarantor of the notes, Nomura Holdings, Inc.Callable at the principal amount plus the call premium of at least 22.30% (to be determined on the trade date) on July 2, 2027, the call observation date, if the closing value of the reference asset is at or above the call barrier value equal to 100% of the initial value of the reference asset. You will not receiveback any fees if the notes are automatically called.If the notes are not automatically called, at maturity:1.5x exposure to any positive return of the reference asset;If the reference asset declines below the initial value but not by more than 30%, you will receive 100% of your principal amount at maturity;If the reference asset declines by more than 30%, 1-to-1 downside exposure to any decrease in the closing value of the reference asset, with apotential loss of 100% of your investment.Approximately a five 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-5 of 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 are set on the trade date (as determined by reference to pricing models used byNomura Securities International, Inc.) is expected to be between $949.20 and $979.20 per $1,000 principal amount, which is expected to be less than theprice to public. We expect delivery of the notes will be made against payment therefor on or about 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 tosell additional 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 fromthe amounts 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 theamount set forth above. Certain dealers who purchase the notes for sale to certain fee-based advisory accounts may forgo some or all of their sellingconcessions, fees or commissions. 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 usethe final pricing supplement in market-making transactions in the notes after their initial sale.Unless we or our agent informs the purchaser otherwise inthe confirmation of sale, the final 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 June, 2026 ADDITIONAL INFORMATION You should read this pricing supplement together with the pros