野村控股美股招股说明书(2026-07-24版)

US$2,000,000Nomura America Finance, LLC Senior Global Medium-Term Notes, SeriesAFully and Unconditionally Guaranteed by Nomura Holdings,Inc. Autocallable Memory Contingent Coupon Buffer Notes Linked to the Equity Securities of GE Vernova Inc. due August9, 2027 Nomura America Finance, LLC is offering the autocallable memory contingent coupon buffer notes linked to the common stock of GE Vernova Inc. (the“reference asset”) due August9, 2027 (the “notes”) described below. The notes are unsecured securities. All payments on the notes are subject to ourcredit risk and that of the guarantor of the notes, Nomura Holdings,Inc. Monthly contingent coupon payments at a rate of 2.00%, payable if the closing value of the reference asset on the applicable coupon observation date isgreater than or equal to 70% 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 70% of the initial value.Callable monthly at the principal amount plus the applicable contingent coupon on any call observation date on or after September4, 2026 if the closingvalue of the reference asset is at or above the call barrier value. 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 30%, you will receive protection from the first 30% of any losses, withapproximately 1.42857x exposure to each 1% decline beyond a reference asset performance of -30%. Under these circumstances you will lose up to 100%of your principal amount at maturity.Approximately a 54 week 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 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 $983.60 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 distribution agent, will purchase the notes from Nomura America Finance, LLC fordistribution to J.P. Morgan Securities LLC, which we refer to as JPMS LLC, and JPMorgan Chase Bank, N.A., which will act as placement agents for thenotes. The placement agents will forego fees for sales to fiduciary accounts. The total fees represent the amount that the placement agents receive from sales toaccounts other than such fiduciary accounts. The placement agents will receive a fee from Nomura or one of our affiliates that will not exceed $10.00 per$1,000 principal amount of notes. 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 July23, 2026 ADDITIONAL INFORMATION You should read this pricing supplement together with the prospectus, dated July16, 2026 (the “prospectus”), and the product prospectus supplement,dated July16, 2026 (the “product prospectus supplement”), each relating to our Senior Global Medium-Term Notes, SeriesA, of which these notes are a part.In the event of any conflict between the terms of this pricing supplement and the terms of the prospectus or the product prospectus supplement, theterms of this pricing supplement will control. This pricing