野村控股美股招股说明书(2026-07-28版)

Nomura America Finance, LLC$539,000 Callable Contingent Coupon Index-Linked Notes due 2029 guaranteed byNomura Holdings, Inc. Payment at Maturity:The amount that you will be paid on your notes at maturity, if they have not been redeemed by us, in additionto the final coupon, if any, is based on the performance of the underlier with the lowest underlier return.You could lose your entireinvestment in the notes. Coupon Payments:The notes will pay a contingent monthly coupon on a coupon payment date if the closing level of each underlier isgreater thanorequal toits coupon trigger level on the related coupon observation date. Company’s Redemption Right:Prior to the stated maturity date, we may redeem your notes at our option on any coupon paymentdate commencing on October 29, 2026. You should read the disclosure herein to better understand the terms and risks of your investment, including the credit risk ofNomura America Finance, LLC and Nomura Holdings, Inc. See page PS-10. Key TermsIssuer / Guarantor: * subject to adjustment as described in the accompanying product prospectus supplement Investing in the notes involves significant risks, including Nomura America Finance, LLC and Nomura Holdings, Inc.’s creditrisk. You should carefully consider the risk factors under “Selected Risk Factors” beginning on page PS-9 of this pricingsupplement, under “Additional Risk Factors Specific to the Notes” beginning on page PS-18 of the accompanying productprospectus supplement, under “Risk Factors” beginning on page 6 in the accompanying prospectus and any risk factorsincorporated 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 topricing models used by Nomura Securities International, Inc.) is $981.10 per $1,000 face amount, which is less than the originalissue price. Delivery of the notes will be made against payment therefor on the original issue date. The notes will be unsecured obligations of Nomura America Finance, LLC. Nomura America Finance, LLC is not a bank, and thenotes will not constitute deposits insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency orinstrumentality. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this pricing supplement. Any representation to the contrary is a criminaloffense. Goldman Sachs & Co. LLCJuly 24, 2026 The issue price, underwriting discount and net proceeds listed above relate to the notes we sell initially. We may decide to selladditional notes after the date of this pricing supplement, at issue prices and with underwriting discounts and net proceeds that differfrom the amounts set forth above. The return (whether positive or negative) on your investment in notes will depend in part on theissue price you pay for such notes. Nomura America Finance, LLC may use this prospectus in the initial sale of the notes. In addition, Nomura Securities International,Inc. or any other affiliate of Nomura America Finance, LLC may use this prospectus in a market-making transaction in a note after itsinitial sale.Unless Nomura America Finance, LLC or its agent informs the purchaser otherwise in the confirmation of sale, thisprospectus is being used in a market-making transaction. ADDITIONAL INFORMATION You should read this pricing supplement together with the prospectus, dated July 16, 2026 (the “prospectus”), the product prospectussupplement, dated July 16, 2026 (the “product prospectus supplement”) and the equity index product prospectus supplement, datedJuly 16, 2026 (the “equity index product prospectus supplement”), each relating to our Senior Global Medium-Term Notes, Series A,of which these notes are a part.In the event of any conflict between the terms of this pricing supplement and the terms of theprospectus, the product prospectus supplement or the equity index product prospectus supplement, the terms of this pricingsupplement will control. This pricing supplement, together with the prospectus, the product prospectus supplement and the equity index product prospectussupplement, contains the terms of the notes. You should carefully consider, among other things, the matters set forth under “RiskFactors” in the accompanying prospectus, under “Additional Risk Factors Specific to the Notes” in the accompanying productprospectus supplement, and under “Selected Risk Factors” beginning on page PS-9 of this pricing supplement. We urge you toconsult your investment, legal, tax, accounting and other advisors before you invest in the notes. We have not authorized anyone to provide any information or to make any representations other than those contained or incorporatedby reference in this pricing supplement. We take no responsibility for, and can provide no assurance as to the