野村控股美股招股说明书(2026-06-23版)

The information in this preliminary prospectus supplement is incomplete and may be changed. This preliminary prospectus supplement andthe accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdictionwhere the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JUNE 23, 2026PRELIMINARY PROSPECTUS SUPPLEMENTto Prospectus dated August29, 2025. $ $Senior Floating Rate Notes due 2029$Senior Floating Rate Notes due 2031$Senior Fixed Rate Notes due 2029$Senior Fixed Rate Notes due 2031$Senior Fixed Rate Notes due 2036 Nomura Holdings, Inc., a joint stock corporation incorporated with limited liability under the laws of Japan (“Nomura Holdings, Inc.” or the “Issuer”), will issue, in the aggregateprincipal amounts listed above, senior floating rate notes due, 2029 (the “3-year Floating Rate Notes”), senior floating rate notes due, 2031 (the “5-year Floating Rate Notes,”and together with the 3-year Floating Rate Notes, the “Floating Rate Notes”), senior fixed rate notes due, 2029 (the “3-year Fixed Rate Notes”), senior fixed rate notes due,2031 (the “5-year Fixed Rate Notes”) and senior fixed rate notes due, 2036 (the “10-year Fixed Rate Notes,” and together with the 3-year Fixed Rate Notes and the 5-year Fixed RateNotes, the “Fixed Rate Notes,” and the Fixed Rate Notes collectively with the Floating Rate Notes, the “Securities”) pursuant to a senior debt indenture dated January16, 2020 (the“Indenture”). Nomura Securities International, Inc. and other broker-dealers may use this prospectus supplement and the accompanying prospectus in connection with market-makingtransactions in the Securities after their initial sale. The 3-year Floating Rate Notes will bear interest at a rate per annum equal to Compounded Daily SOFR (as defined in “Description of the Securities—Principal, Maturity andInterest for the Floating Rate Notes”) plus%, from and including, 2026, payable quarterly in arrears on,,andof each year, with the first interestpayment to be made on, 2026. The 5-year Floating Rate Notes will bear interest at a rate per annum equal to Compounded Daily SOFR plus%, from and including, 2026,payable quarterly in arrears on,,andof each year, with the first interest payment to be made on, 2026. See “Description of the Securities—Principal,Maturity and Interest for the Floating Rate Notes.” The 3-year Fixed Rate Notes will bear interest at the rate of% per annum payable semi-annually in arrears onandofeach year, with the first interest payment to be made on, 2026. The 5-year Fixed Rate Notes will bear interest at the rate of% per annum payable semi-annually in arrearsonandof each year, with the first interest payment to be made on, 2027. The 10-year Fixed Rate Notes will bear interest at the rate of% per annum payable semi-annually in arrears onandof each year, with the first interest payment to be made on, 2027. See “Description of the Securities—Principal, Maturity and Interest for theFixed Rate Notes.” Nomura Holdings, Inc. may at its option, subject to the prior confirmation of the Financial Services Agency of Japan (the “FSA”) (if such confirmation is required underthe Financial Instruments and Exchange Act of Japan (Act No.25 of 1948, as amended, the “FIEA”) or any other applicable laws and regulations then in effect), call all, but not less than all,of the relevant series of the Securities for redemption, upon the occurrence of certain changes in Japanese tax law, subject to certain conditions. See “Description of Senior Debt Securities—Optional Tax Redemption” in the accompanying prospectus. The Securities will not otherwise be redeemable by Nomura Holdings, Inc. prior to the stated maturity. The Securities will not besubject to any sinking fund. Each series of the Securities will be represented by one or more global securities deposited with a custodian for and registered in the name of a nominee of TheDepository Trust Company (“DTC”), as depositary. Beneficial interests in the Securities will be shown on, and transfers thereof will be effected only through, records maintained by DTC andits direct and indirect participants, including Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”). The Securities will be issued only in registered form inminimum denominations of $200,000 and integral multiples of $1,000 in excess thereof. The Securities will be direct, unconditional, unsubordinated and unsecured obligations of Nomura Holdings, Inc. and rankpari passuand without preference among themselves andwith all other unsecured obligations, other than subordinated obligations of Nomura Holdings, Inc. (except for statutorily preferred exceptions) from time to time outstanding. Each series ofthe Securities is intended to qualify as total loss-absorbing capacity (“TLAC”) debt under the TLAC regulations in Japan applicable to Nomura Holdings, Inc. See also “Risk Factors—RisksRelating to the Debt Securities G