野村控股美股招股说明书(2026-07-07版)

The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricingsupplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is notpermitted. SUBJECT TO COMPLETION. DATED July 7, 2026 PRICING SUPPLEMENT TO THE PROSPECTUS DATED JULY 20, 2023 AND THE PRODUCTPROSPECTUS SUPPLEMENT DATED FEBRUARY 29, 2024 US$ Nomura America Finance, LLCSenior Global Medium-Term Notes, Series AFully and Unconditionally Guaranteed by Nomura Holdings, Inc. Issuer Redeemable Contingent Coupon Barrier Notes Linked to the Least Performing of the Nasdaq-100 Index®, the Russell 2000®Index and the S&P 500®Index due July 12, 2029 Nomura America Finance, LLC is offering the issuer redeemable contingent coupon barrier notes linked to the least performing of theNasdaq-100 Index®, the Russell 2000®Index and the S&P 500®Index (each, a “reference asset” and together, the “reference assets”)due July 12, 2029 (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. Quarterly contingent coupon payments at a rate of at least 2.775% (equivalent to at least 11.10% per annum) (to be determined on thetrade date), payable if the closing value of each reference asset on the applicable coupon observation date is greater than or equal to55.00% 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 contingent coupon,if payable, on any optional redemption date on or after October 13, 2026, regardless of the performance of any reference asset.If the notes are not redeemed and the least performing reference asset declines by more than 45.00%, 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 three 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 page PS-6 of this pricing supplement, under “Risk Factors”beginning on page 6 in the accompanying prospectus, under “Additional Risk Factors Specific to the Notes” beginning on page PS-18 ofthe accompanying product prospectus supplement, and any risk factors incorporated by reference into the accompanying prospectusbefore 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 pricingmodels used by Nomura Securities International, Inc.) is expected to be between $958.20 and $988.20 per $1,000 principal amount, which isexpected to be less than the price 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. FederalDeposit Insurance Corporation 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 tothe public less the agent’s commission. The price to public, agent’s commission and proceeds to issuer listed above relate to the notes wesell initially. We may decide to sell additional notes after the trade date but prior to the original issue date, at a price to public, agent’scommission and proceeds to issuer that differ from the 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 the amount set forth above. Certain dealers who purchase the notes for sale tocertain fee-based advisory accounts may forgo some or all of their selling concessions, fees or commissions. See “Supplemental Plan ofDistribution (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 ouraffiliates may use the final pricing supplement in market-making transactions in the notes after their initial sale.Unless we or our agentinforms the purchaser otherwise in the 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 securitieso