PRELIMINARY PROSPECTUS SUPPLEMENT

424B5 1 d103490d424b5.htm PRELIMINARY PROSPECTUS SUPPLEMENT PRELIMINARY PROSPECTUS SUPPLEMENT

Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-283915

The information in this preliminary prospectus supplement is incomplete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 23, 2026

to Prospectus dated August 29, 2025.

LOGO

$ 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 aggregate principal 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 Rate Notes, the “Fixed Rate Notes,” and the Fixed Rate Notes collectively with the Floating Rate Notes, the “Securities”) pursuant to a senior debt indenture dated January 16, 2020 (the “Indenture”). Nomura Securities International, Inc. and other broker-dealers may use this prospectus supplement and the accompanying prospectus in connection with market-making transactions 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 and Interest for the Floating Rate Notes”) plus %, from and including , 2026, payable quarterly in arrears on , , and of each year, with the first interest payment 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 , , and of 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 on and of each 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 arrears on and of 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 on and of each year, with the first interest payment to be made on , 2027. See “Description of the Securities—Principal, Maturity and Interest for the Fixed 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 under the 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 be subject 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 The Depository 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 and its 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 in minimum 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 rank pari passu and without preference among themselves and with all other unsecured obligations, other than subordinated obligations of Nomura Holdings, Inc. (except for statutorily preferred exceptions) from time to time outstanding. Each series of the 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—Risks Relating to the Debt Securities Generally—The debt securities will be structurally subordinated to indebtedness and other liabilities of our subsidiaries, including Nomura Securities Co., Ltd. and Nomura Financial Products & Services, Inc.” and other risk factors related to TLAC regulations in the “Risk Factors” section of the accompanying prospectus.

Approval in-principle has been received for the listing of the Securities on the Singapore Exchange Securities Trading Limited (the “SGX-ST”). The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained herein. Approval in-principle for the listing of the Securities on the SGX-ST is not to be taken as an indication of the merits of Nomura Holdings, Inc., its subsidiaries and associated companies or the Securities.

Investing in the Securities involves risks. You should carefully consider the risk factors set forth in “Item 3. Key Information—D. Risk Factors” of our most recent annual report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”), in “Risk Factors” in any other document incorporated by reference into this prospectus supplement, in the “Risk Factors” section beginning on page 6 of the accompanying prospectus and in the “Risk Factors” section beginning on page S-13 of this prospectus supplement before making any decision to invest in the Securities.

Per 3-year
Floating
Rate Note

Per 5-year
Floating
Rate Note

Per 3-year
Fixed Rate
Note

Per 5-year
Fixed Rate
Note

Per 10-year
Fixed Rate
Note

Total

Public offering price⁽¹⁾

Underwriting commissions⁽²⁾

Proceeds, before expenses, to Nomura Holdings, Inc.⁽¹⁾

(1)	Plus accrued interest from , 2026, if settlement occurs after that date.

(2)	For additional underwriting compensation information, see “Underwriting (Conflicts of Interest).”

Neither the SEC nor any other regulatory body has approved or disapproved of the Securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

The Securities offered by this prospectus supplement and the accompanying prospectus are being offered by the underwriters, subject to prior sale, withdrawal, cancellation or modification of the offer without notice, to delivery to and acceptance by the underwriters and to certain further conditions. It is expected that the Securities will be delivered in book-entry form only, on or about , 2026, through the facilities of DTC and its participants, including Euroclear and Clearstream.

Joint Lead Managers and Joint Bookrunners


Nomura		Citigroup		J.P. Morgan

Prospectus Supplement dated , 2026.

TABLE OF CONTENTS

Prospectus Supplement


	Page
About This Prospectus Supplement		S-v
Cautionary Statement Regarding Forward-Looking Statements		S-vi
Presentation of Financial and Other Information		S-vii
Prospectus Supplement Summary		S-1
Summary Risk Factors		S-2
The Offering		S-4
Risk Factors		S-13
Use of Proceeds		S-16
Capitalization and Indebtedness		S-17
Selected Financial and Other Information		S-18
Description of the Securities		S-19
Taxation		S-30
Benefit Plan Investor Considerations		S-36
Underwriting (Conflicts of Interest)		S-38
Experts		S-48
Legal Matters		S-49
Enforcement of Civil Liabilities		S-49
Where You Can Find More Information		S-49

Prospectus

Nomura Holdings, Inc.		4
Senior Debt Securities		4
Dated Subordinated Debt Securities		4
Perpetual Subordinated Debt Securities		4
Risk Factors		6
Use of Proceeds		35
Capitalization and Indebtedness		36
Description of Senior Debt Securities		37
Description of Dated Subordinated Debt Securities		57
Description of Perpetual Subordinated Debt Securities		83
Taxation		121
Plan of Distribution (Conflicts of Interest)		122
Benefit Plan Investor Considerations		125
Where You Can Find More Information		126
Legal Matters		127
Experts		127
Enforcement of Civil Liabilities		127

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus supplement and the accompanying prospectus. You must not rely on any unauthorized information or representations. This prospectus supplement and the accompanying prospectus are an offer to sell only the securities they describe, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus supplement is current only as of its date.

The Securities have not been and will not be registered under the FIEA and are subject to the Act on Special Measures Concerning Taxation of Japan (Act No. 26 of 1957, as amended, the “Special Taxation

S-i

Measures Act”). The Securities may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and governmental guidelines of Japan. See “Underwriting (Conflicts of Interest).” In addition, the Securities are not, as part of the distribution by the underwriters, dealers and agents under the underwriting agreement relating to the Securities, at any time, to be directly or indirectly offered or sold to, or for the benefit of, any person other than a beneficial owner that is, (i) for Japanese tax purposes, neither (x) an individual resident of Japan or a Japanese corporation, nor (y) an individual non-resident of Japan or a non-Japanese corporation that in either case is a person having a special relationship with us as described in Article 6, paragraph 4 of the Special Taxation Measures Act (a “specially-related person of ours”) (excluding an underwriter designated in Article 6, paragraph 12, item 1 of the Special Taxation Measures Act which purchases unsubscribed portions of the Securities from the other underwriters) or (ii) a Japanese financial institution, designated in Article 3-2-2, paragraph 29 of the Order for Enforcement of the Act on Special Measures Concerning Taxation of Japan (Cabinet Order No. 43 of 1957, as amended, the “Cabinet Order”). BY SUBSCRIBING FOR THE SECURITIES, THE INVESTOR WILL BE DEEMED TO HAVE REPRESENTED THAT IT IS A BENEFICIAL OWNER THAT IS, (I) FOR JAPANESE TAX PURPOSES, NEITHER (X) AN INDIVIDUAL RESIDENT OF JAPAN OR A JAPANESE CORPORATION, NOR (Y) AN INDIVIDUAL NON-RESIDENT OF JAPAN OR A NON-JAPANESE CORPORATION THAT IN EITHER CASE IS A SPECIALLY-RELATED PERSON OF OURS (EXCLUDING AN UNDERWRITER DESIGNATED IN ARTICLE 6, PARAGRAPH 12, ITEM 1 OF THE SPECIAL TAXATION MEASURES ACT WHICH PURCHASES UNSUBSCRIBED PORTIONS OF THE SECURITIES FROM THE OTHER UNDERWRITERS) OR (II) A JAPANESE FINANCIAL INSTITUTION, DESIGNATED IN ARTICLE 3-2-2, PARAGRAPH 29 OF THE CABINET ORDER.

Interest payments on the Securities will be subject to Japanese withholding tax unless it is established that such Securities are held by or for the account of a beneficial owner that is (i) for Japanese tax purposes, neither (x) an individual resident of Japan or a Japanese corporation, nor (y) an individual non-resident of Japan or a non-Japanese corporation that in either case is a specially-related person of ours, (ii) a Japanese designated financial institution as described in Article 6, paragraph 11 of the Special Taxation Measures Act which complies with the requirement for tax exemption under that paragraph or (iii) a Japanese public corporation, financial institution, financial instruments business operator or certain other entity which has received such payments through a Japanese payment handling agent, as provided in Article 3-3, paragraph 6 of the Special Taxation Measures Act, in compliance with the requirement for tax exemption under that paragraph.

Interest payments on the Securities to an individual resident of Japan, to a Japanese corporation, or to an individual non-resident of Japan or a non-Japanese corporation that in either case is a specially-related person of ours (except for the Japanese designated financial institution and the Japanese public corporation, financial institution, financial instruments business operator and certain other entity described in the preceding paragraph) will be subject to deduction in respect of Japanese income tax at a rate of 15.315% of the amount of such interest.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS — The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No 1286/2014, (as amended, the “PRIIPs Regulation”), for offering or selling the Securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the

S-ii

Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. This prospectus supplement has been prepared on the basis that any offer of Securities in any Member State of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of Securities. This prospectus supplement is not a prospectus for the purposes of the Prospectus Regulation and any relevant implementing measure in each EEA Member State.

Notwithstanding the above paragraph, in the case where the Issuer subsequently prepares and publishes a key information document under the PRIIPs Regulation in respect of the Securities, then following such publication, the prohibition on the offering, sale or otherwise making available the Securities to a retail investor as described in the above paragraph and in such legend shall no longer apply.

PROHIBITION OF SALES TO UK RETAIL INVESTORS — The Securities are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom (the “UK”). For these purposes, the expression retail investor means a person who is either one (or both) of the following: (i) not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (the “EUWA”); or (ii) not a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 (the “POAT Regulations”). Consequently, no disclosure document required by the Consumer Composite Investments (Designated Activities) Regulations 2024 (the “CCI Regulations”) and the UK Financial Conduct Authority (“FCA”) Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing the Securities or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the Securities or otherwise making them available to any retail investor in the UK may be unlawful under DISC and the CCI Regulations. This prospectus supplement has been prepared on the basis that any offer of Securities in the UK will be made pursuant to an exemption under the POAT Regulations from the requirement to publish a prospectus for offers of Securities. This prospectus supplement is not a prospectus for the purposes of the POAT Regulations or the Admission to Trading on a Regulated Market Sourcebook of the FCA handbook of rules and guidance (the “FCA Handbook”).

Notwithstanding the above paragraph, in the case where the Issuer subsequently prepares and publishes a disclosure document under the CCI Regulations in respect of the Securities, then following such publication, the prohibition on the offering, sale or otherwise making available the Securities to a retail investor in the UK as described in the above paragraph and in such legend shall no longer apply.

In addition, in the UK, this prospectus supplement is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at, persons who (i) have professional experience in matters relating to investments and who qualify as investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”); or (ii) are high net worth companies, unincorporated associations and other bodies falling within Article 49(2)(a) to (d) of the Order; or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). Any person in the UK that is not a Relevant Person should not act or rely on this prospectus supplement and the accompanying prospectus or any of its contents. Any investment or investment activity to which this prospectus supplement relates is available in the UK only to Relevant Persons and will be engaged in only with Relevant Persons.

SINGAPORE — Neither this prospectus supplement nor the accompanying prospectus has been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement, the accompanying prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Securities may not be circulated or distributed, nor may the Securities be

S-iii

offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than:

(i)

to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA; or

(ii)

to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018 of Singapore.

Any reference to the SFA is a reference to the Securities and Futures Act 2001 of Singapore and a reference to any term as defined in the SFA or any provision in the SFA is a reference to that term or provision as modified or amended from time to time including by such of its subsidiary legislation as may be applicable at the relevant time.

S-iv

ABOUT THIS PROSPECTUS SUPPLEMENT

This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of the offering of the Securities and also adds to, updates and changes information contained in the prospectus filed with the SEC dated August 29, 2025 and the documents incorporated by reference in this prospectus supplement. The second part is the above-mentioned prospectus, to which we refer as the “accompanying prospectus.” The accompanying prospectus contains a description of the Securities and gives more general information, some of which may not apply to the Securities. If the description of the Securities in this prospectus supplement differs from the description in the accompanying prospectus, the description in this prospectus supplement supersedes the description in the accompanying prospectus.

We have not, and the underwriters have not, authorized any other person to provide you with any information other than that contained in or incorporated by reference into this prospectus supplement, in the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. “Incorporated by reference” means that we can disclose important information to you by referring you to another document filed separately with the SEC. We are not responsible for, and can provide no assurance as to the accuracy of, any other information that any other person may give you. We are not making, nor are the underwriters making, an offer to sell the Securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information appearing in this prospectus supplement, the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you, including any information incorporated by reference herein or therein, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since those respective dates.

S-v

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein contain in a number of places forward-looking statements regarding our intent, belief, targets or current expectations of our management with respect to our financial condition and future results of operations. These statements constitute “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). In many cases, but not all, we use such words as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “probability,” “project,” “risk,” “seek,” “should,” “target,” “will” and similar expressions in relation to us or our management to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions. These statements reflect our current views with respect to future events and are subject to risks, uncertainties and assumptions, including the risk factors described in this prospectus supplement. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results may vary materially from those we currently anticipate.

We have identified some of the risks inherent in forward-looking statements in “Item 3. Key Information—D. Risk Factors” of our most recent annual report on Form 20-F, in “Risk Factors” in any other document incorporated by reference into this prospectus supplement, and in the “Risk Factors” section of this prospectus supplement. Other factors could also adversely affect our results or the accuracy of forward-looking statements in this prospectus supplement, the accompanying prospectus or the documents incorporated by reference herein and therein, and you should not consider these to be a complete set of all potential risks or uncertainties.

The forward-looking statements included or incorporated by reference in this prospectus supplement and the accompanying prospectus are made only as of the dates on which such statements were made. We expressly disclaim any obligation or undertaking to release any update or revision to any forward-looking statement contained herein or therein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.

S-vi

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

In this prospectus supplement, the accompanying prospectus and any documents incorporated by reference herein or therein, “NHI,” “Nomura,” the “Nomura Group,” “we,” “us,” and “our” refer to Nomura Holdings, Inc. and, unless the context indicates otherwise, its consolidated subsidiaries. Furthermore, unless the context indicates otherwise, these references are intended to refer to us as if we had been in existence in our current form for all periods referred to herein. We use the word “you” to refer to prospective investors in the Securities and the word “holder,” “Security holder” or “Security holders” to refer to the holders of the Securities.

Our consolidated financial statements are prepared on an annual and quarterly basis in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Unless otherwise stated or otherwise required by the context, all amounts in our financial statements are expressed in yen.

Unless otherwise specified, our financial information contained or incorporated by reference herein or in the accompanying prospectus is presented in accordance with U.S. GAAP, as specified herein or in the relevant document being incorporated by reference. See “Where You Can Find More Information—Incorporation by Reference” for a list of documents being incorporated by reference herein.

In this prospectus supplement and the accompanying prospectus, references to “U.S. dollars,” “dollars,” “USD” and “$” refer to the lawful currency of the United States and those to “Japanese yen,” “yen” and “¥” refer to the lawful currency of Japan. This prospectus supplement, the accompanying prospectus or the documents incorporated by reference herein and therein may contain a translation of certain Japanese yen amounts into U.S. dollars for your convenience. However, these translations should not be construed as representations that such yen amounts have been, could have been or could be converted into dollars at the relevant rate or at all.

In this prospectus supplement and the accompanying prospectus, amounts have been rounded to the nearest indicated digit unless otherwise specified. However, in some cases, figures presented in tables have been adjusted to match the sum of the figures with the total amount, and such figures may also be referred to in the related text.

Our fiscal year end is March 31. References to years not specified as being fiscal years are to calendar years.

In this prospectus supplement, all of our financial information is presented on a consolidated basis, unless we state otherwise.

S-vii

PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights some of the information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein. Because this is only a summary, it does not contain all of the information that may be important to you. You should read carefully the entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference before making an investment decision.

Nomura Holdings, Inc.

We are a joint stock corporation incorporated on December 25, 1925, with limited liability under the laws of Japan. On October 1, 2001, we adopted a holding company structure, at which time we changed our name from “The Nomura Securities Co., Ltd.” to “Nomura Holdings, Inc.,” and on December 17, 2001, we were listed on the New York Stock Exchange. In connection with this reorganization, one of our wholly-owned subsidiaries assumed our securities businesses and was named “Nomura Securities Co., Ltd.” We continue to be listed on the Tokyo Stock Exchange (the “TSE”), the New York Stock Exchange and other stock exchanges on which we are listed.

Today, we are one of the leading financial services groups in Japan and have global operations, operating offices in countries and regions worldwide, including Japan, the United States, the United Kingdom, Singapore and the Hong Kong Special Administrative Region, through our subsidiaries. Our clients include individuals, corporations, financial institutions, governments and governmental agencies.

Our business is organized into the following four divisions: Wealth Management, Investment Management, Wholesale and Banking.

The address of our registered head office is 13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8645, Japan. Our telephone number is +81-3-5255-1000, and our website is https://www.nomura.com. The information contained on our website does not form a part of and is not incorporated by reference into this prospectus supplement.

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SUMMARY RISK FACTORS

Investing in the Securities involves a number of risks, and prospective investors are urged to carefully consider the matters discussed under “Risk Factors” prior to making an investment in the Securities. Such risks include, but are not limited to:

•

Risks relating to the business environment, such as:

•

risks associated with financial markets, economic conditions, and market fluctuations in Japan and elsewhere around the world, including the ones caused by geopolitical events;

•

the effect of intense competition in the financial services industry;

•

event risks, including the ones caused by geopolitical events, which may cause losses in our trading and investment assets as well as market and liquidity risk; and

•

the effect of sustainability factors including climate change and broader associated policy changes in each jurisdiction;

•

Risks relating to the conduct of our business, such as:

•

potential significant losses from trading and investment activities;

•

risks relating to holding large and concentrated positions of securities and other assets;

•

insufficient protection from our hedging strategies;

•

the potential ineffectiveness of our risk management policies and procedures;

•

the effect of market risk, which may increase other risks that we face;

•

potential revenue declines in our brokerage and asset management or investment banking businesses;

•

potential exposure to losses when third parties do not perform their obligations to us;

•

potential exposure to model risk, i.e., risk of financial loss, incorrect decision-making, or damage to our credibility arising from model errors or incorrect or inappropriate model application;

•

risks associated with our position as a holding company, which makes us dependent on payments from our subsidiaries;

•

risks relating to our inability to realize gains or potential losses on our investments in equity securities and non-trading debt securities; and

•

the outflow of clients’ assets due to losses of cash reserve funds or debt securities we offer;

•

Risks relating to our financial position, such as:

•

potential recognition of impairment losses with regard to the amount of goodwill, tangible assets and intangible assets recognized on our consolidated balance sheets;

•

the effect of liquidity risk on our ability to fund operations which could jeopardize our financial condition; and

•

potential decline in the value of our equity investments in affiliates and other investees accounted for under the equity method in our consolidated financial statements, which may decline significantly over a period of time and result in us recognizing impairment losses;

•

Risks relating to legal, compliance and other operational issues, such as:

•

operational risk;

•

reputational risk;

S-2

•

risks relating to the possibility that we may identify material weaknesses in our internal control over financial reporting in the future, indicating that our internal control over financial reporting may not be effective;

•

misconduct, fraud or other criminal activity by our employee, director or officer, or any third party, which harms our reputation in the market and our relationships with our clients;

•

failure to identify and appropriately address conflicts of interest;

•

legal and regulatory risks;

•

unauthorized disclosure or misuse of personal information held by us;

•

system failure, information leakage and cost of maintaining sufficient cybersecurity; and

•

failure to hire, retain or develop qualified personnel;

•

Risks related to the terms of the Securities and the market therefor, including:

•

risks related to structural subordination of our obligations under the Securities to the indebtedness and other liabilities of our subsidiaries;

•

the risk that the value of the Securities will be materially adversely affected, up to their full value, due to the possibility that the Securities will become subject to loss absorption if we become subject to orderly resolution measures under the Deposit Insurance Act of Japan (Act No. 34 of 1971, as amended; the “Deposit Insurance Act”) and Japanese insolvency laws;

•

the risks that the circumstances surrounding or triggering orderly resolution are unpredictable and the Japanese TLAC Standard (as defined in the accompanying prospectus) is subject to change;

•

the limited nature of the restrictive covenants and protection in the event of a change in control contained in the Indenture and the Securities;

•

risks relating to the use of SOFR to calculate the interest rate for the Floating Rate Notes, including its volatility, differences in nature from other benchmark rates and the possibility that it may be discontinued in the future; and

•

the risk that investors may be unable to secure personal jurisdiction within the United States over us or our directors or executive officers, or to enforce judgments obtained in U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United States.

For a discussion of these and other risks you should consider before making an investment in the Securities, see “Item 3. Key Information—D. Risk Factors” of our most recent annual report on Form 20-F, “Risk Factors” in any other document incorporated by reference into this prospectus supplement, the “Risk Factors” section of the accompanying prospectus, and the “Risk Factors” section of this prospectus supplement.

S-3

THE OFFERING

$ Senior Floating Rate Notes due 2029


Securities offered		$ aggregate principal amount of senior floating rate notes due , 2029 The 3-year Floating Rate Notes will be issued only in fully registered form, without coupons.

Offering price		% of the principal amount plus accrued interest from , 2026, if settlement occurs after that date.

Maturity		, 2029.

Interest		The 3-year Floating Rate Notes will bear interest from and including , 2026 at a floating rate, payable quarterly in arrears on , , and of each year, with the first interest payment to be made on , 2026, subject to adjustments as described in the next paragraph. The interest rate on the 3-year Floating Rate Notes for each Interest Period (as defined in “Description of the Securities—Principal, Maturity and Interest for the Floating Rate Notes”) will be a per annum rate equal to Compounded Daily SOFR plus %, determined as described under “Description of the Securities—Principal, Maturity and Interest for the Floating Rate Notes”. Interest on the 3-year Floating Rate Notes will be computed on the basis of the actual number of days in an Interest Period and a 360-day year (actual/360 day count convention). See “Description of the Securities—Principal, Maturity and Interest for the Floating Rate Notes.”

Interest Determination Date		The date that is five U.S. Government Securities Business Days before the related Interest Payment Date.

Business Day		A “Business Day” for the 3-year Floating Rate Notes means a day that is a U.S. Government Securities Business Day (as defined below), a New York business day, a London business day and a Tokyo business day (each as defined in “Description of the Securities—Principal, Maturity and Interest for the Fixed Rate Notes”). “U.S. Government Securities Business Day” means any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

Other terms		For more information on the terms of the 3-year Floating Rate Notes, see “—General Terms of the Securities” below, “Description of the Securities” and “Description of Senior Debt Securities” in the accompanying prospectus.

Calculation agent		Citibank, N.A., London Branch

Security codes		CUSIP: ISIN: Common Code:

S-4

$ Senior Floating Rate Notes due 2031



Securities offered		$ aggregate principal amount of senior floating rate notes due , 2031 The 5-year Floating Rate Notes will be issued only in fully registered form, without coupons.

Offering price		% of the principal amount plus accrued interest from , 2026, if settlement occurs after that date.

Maturity		, 2031.

Interest		The 5-year Floating Rate Notes will bear interest from and including , 2026 at a floating rate, payable quarterly in arrears on , , and of each year, with the first interest payment to be made on , 2026, subject to adjustments as described in the next paragraph. The interest rate on the 5-year Floating Rate Notes for each Interest Period (as defined in “Description of the Securities—Principal, Maturity and Interest for the Floating Rate Notes”) will be a per annum rate equal to Compounded Daily SOFR plus %, determined as described under “Description of the Securities—Principal, Maturity and Interest for the Floating Rate Notes”. Interest on the 5-year Floating Rate Notes will be computed on the basis of the actual number of days in an Interest Period and a 360-day year (actual/360 day count convention). See “Description of the Securities—Principal, Maturity and Interest for the Floating Rate Notes.”

Interest Determination Date		The date that is five U.S. Government Securities Business Days before the related Interest Payment Date.

Business Day		A “Business Day” for the 5-year Floating Rate Notes means a day that is a U.S. Government Securities Business Day (as defined below), a New York business day, a London business day and a Tokyo business day (each as defined in “Description of the Securities—Principal, Maturity and Interest for the Fixed Rate Notes”). “U.S. Government Securities Business Day” means any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

Other terms		For more information on the terms of the 5-year Floating Rate Notes, see “—General Terms of the Securities” below, “Description of the Securities” and “Description of Senior Debt Securities” in the accompanying prospectus.

Calculation agent		Citibank, N.A., London Branch

Security codes		CUSIP: ISIN: Common Code:

S-5

$ % Senior Fixed Rate Notes due 2029


Securities offered		$ aggregate principal amount of senior fixed rate notes due , 2029 The 3-year Fixed Rate Notes will be issued only in fully registered form, without coupons.

Offering price		% of the principal amount plus accrued interest from , 2026, if settlement occurs after that date.

Maturity		, 2029.

Interest		The 3-year Fixed Rate Notes will bear interest at the rate of % per annum, payable semi-annually in arrears on and of each year, with the first interest payment to be made on , 2026. Interest on the 3-year Fixed Rate Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months (30/360 day count convention). See “Description of the Securities—Principal, Maturity and Interest for the Fixed Rate Notes.”

Business Day		A “Business Day” for the 3-year Fixed Rate Notes means a New York business day, a London business day and a Tokyo business day (each as defined in “Description of the Securities—Principal, Maturity and Interest for the Fixed Rate Notes”).

Other terms		For more information on the terms of the 3-year Fixed Rate Notes, see “—General Terms of the Securities” below, “Description of the Securities” and “Description of Senior Debt Securities” in the accompanying prospectus.

Security codes		CUSIP: ISIN: Common Code:

S-6

$ % Senior Fixed Rate Notes due 2031


Securities offered		$ aggregate principal amount of senior fixed rate notes due , 2031 The 5-year Fixed Rate Notes will be issued only in fully registered form, without coupons.

Offering price		% of the principal amount plus accrued interest from , 2026, if settlement occurs after that date.

Maturity		, 2031.

Interest		The 5-year Fixed Rate Notes will bear interest at the rate of % per annum, payable semi-annually in arrears on and of each year, with the first interest payment to be made on , 2027. Interest on the 5-year Fixed Rate Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months (30/360 day count convention). See “Description of the Securities—Principal, Maturity and Interest for the Fixed Rate Notes.”

Business Day		A “Business Day” for the 5-year Fixed Rate Notes means a New York business day, a London business day and a Tokyo business day (each as defined in “Description of the Securities—Principal, Maturity and Interest for the Fixed Rate Notes”).

Other terms		For more information on the terms of the 5-year Fixed Rate Notes, see “—General Terms of the Securities” below, “Description of the Securities” and “Description of Senior Debt Securities” in the accompanying prospectus.

Security codes		CUSIP: ISIN: Common Code:

S-7

$ % Senior Fixed Rate Notes due 2036


Securities offered		$ aggregate principal amount of senior fixed rate notes due , 2036 The 10-year Fixed Rate Notes will be issued only in fully registered form, without coupons.

Offering price		% of the principal amount plus accrued interest from , 2026, if settlement occurs after that date.

Maturity		, 2036.

Interest		The 10-year Fixed Rate Notes will bear interest at the rate of % per annum, payable semi-annually in arrears on and of each year, with the first interest payment to be made on , 2027. Interest on the 10-year Fixed Rate Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months (30/360 day count convention). See “Description of the Securities—Principal, Maturity and Interest for the Fixed Rate Notes.”

Business Day		A “Business Day” for the 10-year Fixed Rate Notes means a New York business day, a London business day and a Tokyo business day (each as defined in “Description of the Securities—Principal, Maturity and Interest for the Fixed Rate Notes”).

Other terms		For more information on the terms of the 10-year Fixed Rate Notes, see “—General Terms of the Securities” below, “Description of the Securities” and “Description of Senior Debt Securities” in the accompanying prospectus.

Security codes		CUSIP: ISIN: Common Code:

S-8

General Terms of the Securities


Issuer		Nomura Holdings, Inc.

Securities offered		We will offer each series of the Securities set forth on the cover page of this prospectus supplement and in accordance with the terms set forth elsewhere in this prospectus supplement and the accompanying prospectus.

Issue date		, 2026.

Ranking of the Securities		Each series of the Securities will be direct, unconditional, unsubordinated and unsecured obligations of Nomura Holdings, Inc. and rank pari passu and without preference among themselves and with all other unsecured obligations, other than subordinated obligations of Nomura Holdings, Inc. (except for statutorily preferred exceptions) from time to time outstanding. See also “Risk Factors—Risks Relating to the Debt Securities Generally—The debt securities will be structurally subordinated to indebtedness and other liabilities of our subsidiaries, including Nomura Securities Co., Ltd. and Nomura Financial Products & Services, Inc.” and other risk factors in relation to TLAC regulations in the same section of the accompanying prospectus.

Minimum denomination		Each series of the Securities will be in denominations of $200,000 and integral multiples of $1,000 in excess thereof. No Securities will be sold in the offering to any purchaser unless the purchaser purchases at least $200,000 in principal amount of a series of the Securities.

Additional amounts		The Japanese government may require us to withhold or deduct amounts from payments on the principal (and premium, if any) or interest on the Securities, as the case may be, for taxes, duties, assessments or governmental charges. If a withholding or deduction of this type is required, we may be required to pay the Security holders an additional amount so that the net amounts that the Security holders receive after such withholding or deduction will be the amount specified in the Securities to which the Security holders are entitled. Payments will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Japan or any authority thereof or therein, unless such withholding or deduction is required by law. See “Taxation—Japanese Taxation” in this prospectus supplement and “Description of Senior Debt Securities—Payment of Additional Amounts” in the accompanying prospectus. References to principal (and premium, if any) and interest in respect of the Securities will be deemed to include any additional amounts due which may be payable in respect of the principal (or premium, if any) or interest.

Optional tax redemption		In the event of changes to Japanese withholding tax law after the date of this prospectus supplement, and in other limited circumstances that require us to pay additional amounts, as described in “Description of Senior Debt Securities—Payment of Additional Amounts” in the accompanying

S-9


		prospectus, we may, subject to prior confirmation of the FSA (if such confirmation is required under 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. The Securities will not otherwise be redeemable by Nomura Holdings, Inc. prior to the stated maturity. If we call the Securities, we must pay the Security holders 100% of their principal amount. We will also pay the Security holders accrued but unpaid interest through but not including the date fixed for redemption and any related additional amounts due on the date fixed for redemption. The Securities will stop bearing interest on the redemption date, even if the Security holders do not collect their money. We will give notice to the depositary of any redemption we propose to make at least 45 days, but not more than 60 days, before the redemption date. Notice by the depositary to participating institutions and by these participants to street name holders of indirect interests in the Securities will be made according to arrangements among them and may be subject to statutory or regulatory requirements. See “Description of Senior Debt Securities—Optional Tax Redemption” in the accompanying prospectus.

Use of proceeds		We intend to use the net proceeds from the sales of the Securities for loans to our subsidiaries, including Nomura Securities Co., Ltd., which will use such funds for their general corporate purposes. See “Use of Proceeds.”

Limitation on actions for attachment		Each Security holder and the Trustee acknowledge, accept, consent and agree, for a period of 30 days from and including the date upon which the Prime Minister of Japan confirms that specified item 2 measures (tokutei dai nigō sochi), which are the measures set forth in Article 126-2, Paragraph 1, Item 2 of the Deposit Insurance Act (or any successor provision thereto), need to be applied to us, not to initiate any action to attach any of our assets, the attachment of which has been prohibited by designation of the Prime Minister of Japan pursuant to Article 126-16 of the Deposit Insurance Act (or any successor provision thereto). See “Description of Senior Debt Securities—Limitation on Actions for Attachment” in the accompanying prospectus.

Permitted transfer of assets or liabilities		Each Security holder and the Trustee acknowledge, accept, consent and agree to any transfer of our assets (including shares of our subsidiaries) or liabilities, or any portions thereof, with permission of a Japanese court in accordance with Article 126-13 of the Deposit Insurance Act (or any successor provision thereto), including any such transfer made pursuant to the authority of the Deposit Insurance Corporation of Japan (the “Deposit Insurance Corporation”) to represent and manage and dispose of our assets under Article 126-5 of the Deposit Insurance Act (or any successor provision thereto), and that any such transfer shall not constitute a sale, assignment, transfer, lease or conveyance of our properties or assets for the purpose of certain requirements as set forth in “Description of Senior Debt Securities—Permitted Transfer of Assets or Liabilities” in the accompanying prospectus.

S-10


Limited rights to set off		Subject to applicable law, each Security holder, by the acceptance of any interest in the Securities, agrees that, if (a) we shall institute proceedings seeking adjudication of bankruptcy or seeking reorganization under the Bankruptcy Act of Japan (Act No. 75 of 2004, as amended, the “Bankruptcy Act”), the Civil Rehabilitation Act of Japan (Act No. 225 of 1999, as amended, the “Civil Rehabilitation Act”), the Corporate Reorganization Act of Japan (Act No. 154 of 2002, as amended, the “Reorganization Act”), the Companies Act of Japan (Act No. 86 of 2005, as amended, the “Companies Act”) or any other similar applicable law of Japan, and as long as such proceedings shall have continued, or a decree or order by any court having jurisdiction shall have been issued adjudging us bankrupt or insolvent or approving a petition seeking reorganization under any such laws, and as long as such decree or order shall have continued undischarged or unstayed, or (b) our liabilities exceed, or may exceed, our assets, or we suspend, or may suspend, repayment of our obligations, it will not, and waives its right to, exercise, claim or plead any right of set off, compensation or retention in respect of any amount owed to it by us arising under, or in connection with, the Securities or the Indenture. See “Description of Senior Debt Securities—Limited Rights to Set Off by Holders of Senior Debt Securities” in the accompanying prospectus.

Settlement		Each series of the Securities will initially be issued only in book-entry form through the facilities of DTC for the accounts of its participants. Fully registered global securities (the “global securities”), without coupons, representing the total aggregate principal amount of the Securities will be issued and registered in the name of a nominee for DTC, securities depositary for the Securities. Unless and until the Securities in definitive certificated form (“definitive Securities”) are issued, the only Security holder will be the nominee of DTC, or the nominee of a successor depositary. Except as described in this prospectus supplement, a beneficial owner of any interest in a global security will not be entitled to receive physical delivery of definitive Securities. Accordingly, each beneficial owner of any interest in a global security must rely on the procedures of DTC to exercise any rights under the Securities.

Governing law		The Securities will be, and the Indenture is, governed by, and construed in accordance with, the laws of the State of New York.

Listing and trading		Approval in-principle has been received for the listing of the Securities on the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained herein. Approval in-principle for the listing of the Securities on the SGX-ST is not to be taken as an indication of the merits of Nomura Holdings, Inc., its subsidiaries and associated companies or the Securities. So long as the Securities are listed on the SGX-ST and the rules of the SGX-ST so require, Nomura Holdings, Inc. will appoint and maintain a paying agent in Singapore, where the Securities may be presented or surrendered for payment or redemption, in the event that a global security is exchanged for definitive Securities. In addition, in the event that a global

S-11


		security is exchanged for definitive Securities, an announcement of such exchange shall be made by or on behalf of Nomura Holdings, Inc. through the SGX-ST and such announcement will include all material information with respect to the delivery of the definitive Securities, including details of the paying agent in Singapore. The Securities will be traded on the SGX-ST in a minimum board lot size of $200,000 for so long as any of the Securities are listed on the SGX-ST and the rules of the SGX-ST so require.

Trustee		Citibank, N.A.

Paying agent, transfer agent, registrar and authenticating agent		Citibank, N.A., London Branch

Delivery of the Securities		We expect that delivery of the Securities will be made to investors on or about , 2026, which is the New York business day following the date of pricing of the Securities. Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Securities prior to the delivery of the Securities may be required, by virtue of the fact that the Securities initially will settle New York business days after pricing of the Securities, to specify an alternate settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors.

Conflicts of interest		Nomura Securities International, Inc., which is acting as one of the representatives of the underwriters in this offering, is an affiliate of ours and, as a result, has a “conflict of interest” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (FINRA) (“Rule 5121”). Accordingly, this offering is being conducted in compliance with the provisions of Rule 5121. Because this offering is of securities that are rated investment grade, pursuant to Rule 5121, the appointment of a “qualified independent underwriter” is not necessary. See “Underwriting (Conflicts of Interest)”.

S-12

RISK FACTORS

Investing in the Securities involves risks. You should consider carefully the risks relating to the Securities described below, as well as the other information presented in, or incorporated by reference into, this prospectus supplement and the accompanying prospectus, before you decide whether to invest in the Securities. If any of these risks actually occurs, our business, financial condition and results of operations could suffer, and the trading price and liquidity of the Securities offered could decline, in which case you may lose all or part of your investment. The following does not describe all the risks of an investment in the Securities. Prospective investors should consult their own financial and legal advisers about risks associated with investment in a particular series of Securities and the suitability of investing in the Securities in light of their particular circumstances.

This prospectus supplement and the accompanying prospectus also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including the risks described below, elsewhere in this prospectus supplement and in “Item 3. Key Information—D. Risk Factors” of our most recent annual report on Form 20-F and “Risk Factors” in any other document incorporated by reference into this prospectus supplement.

Risks Relating to Our Business

For information on risks relating to our business, see “Item 3. Key Information—D. Risk Factors” in our most recent annual report on Form 20-F and “Risk Factors” in any other document incorporated by reference into this prospectus supplement.

Risks Relating to the Securities Generally

For information on risks relating to the Securities see “Risk Factors—Risks Relating to the Debt Securities Generally” and “Risk Factors—Risks Relating to the Senior Debt Securities” in the same section in the accompanying prospectus, as well as the additional following risk factors.

Risks Relating to the Floating Rate Notes

SOFR may be more volatile than other benchmark or market rates.

Since the initial publication of SOFR, daily changes in the rate have, on occasion, been more volatile than daily changes in other benchmark or market rates, such as formerly published three-month U.S. dollar LIBOR, during corresponding periods, and SOFR may bear little or no relation to the historical actual or historical indicative data. In addition, although changes in Compounded Daily SOFR generally are not expected to be as volatile as changes in daily levels of SOFR, the return on and value of the Floating Rate Notes may fluctuate more than floating rate securities that are linked to less volatile rates.

The interest rate on the Floating Rate Notes is based on a compounded SOFR rate, which varies in the marketplace.

For each Interest Period, the interest rate on the Floating Rate Notes is based on Compounded Daily SOFR, which is calculated using the specific formula described under “Description of the Securities—Principal, Maturity and Interest for the Floating Rate Notes—Compounded Daily SOFR,” not the SOFR rate published on or in respect of a particular date during such Interest Period or an arithmetic average of SOFR rates during such period. For this and other reasons, the interest rate on the Floating Rate Notes during any Interest Period will not be the same as the interest rate on other SOFR-linked investments that use an alternative basis to determine the applicable interest rate. Further, if the SOFR rate in respect of a particular date during the SOFR Observation Period (as defined in “Description of the Securities—Principal, Maturity and Interest for the Floating Rate

S-13

Notes”) for an Interest Period is negative, its contribution to Compounded Daily SOFR will be less than one, resulting in a reduction to Compounded Daily SOFR used to calculate the interest payable on the Floating Rate Notes on the Interest Payment Date for such Interest Period.

In addition, the method for calculating an interest rate based upon SOFR in other transactions varies. Accordingly, the specific formula for the Compounded Daily SOFR rate used in the Floating Rate Notes may not be the same as that adopted by other market participants. If the market widely adopts a different calculation method, that would likely adversely affect the market value of the Floating Rate Notes. We may in the future also issue securities referencing SOFR that differ in terms of interest determination from the Floating Rate Notes.

Compounded Daily SOFR with respect to a particular Interest Period will only be capable of being determined near the end of the relevant Interest Period.

The level of Compounded Daily SOFR applicable to a particular Interest Period and, therefore, the amount of interest payable with respect to such Interest Period will be determined on the Interest Determination Date (as defined in “Description of the Securities—Principal, Maturity and Interest for the Floating Rate Notes—Compounded Daily SOFR”) for such Interest Period. Because each such date is near the end of such Interest Period, you will not know the amount of interest payable with respect to a particular Interest Period until shortly prior to the relevant Interest Payment Date and it may be difficult for you to reliably estimate the amount of interest that will be payable on each such Interest Payment Date. In addition, some investors may be unwilling or unable to trade the Floating Rate Notes without changes to their information technology systems, both of which could adversely impact the liquidity and trading price of the Floating Rate Notes.

The secondary trading market for securities linked to SOFR may be limited.

The Floating Rate Notes may have no established trading market when issued, and an established trading market may never develop or may not be very liquid. Investors in the Floating Rate Notes may not be able to sell the Floating Rate Notes at all or may not be able to sell the Floating Rate Notes at prices that will provide them with a yield comparable to similar investments that have a developed secondary market, and may consequently suffer from increased pricing volatility and market risk.

SOFR may be modified or discontinued and the Floating Rate Notes may bear interest by reference to a rate other than Compounded Daily SOFR, which could adversely affect the value of the Floating Rate Notes.

The FRBNY (or a successor), as administrator of SOFR, may make methodological or other changes that could change the value of SOFR, including changes related to the method by which SOFR is calculated, eligibility criteria applicable to the transactions used to calculate SOFR, or timing related to the publication of SOFR. If the manner in which SOFR is calculated is changed, that change may result in a reduction of the amount of interest payable on the Floating Rate Notes, which may adversely affect the trading prices of the Floating Rate Notes. The administrator of SOFR may withdraw, modify, amend, suspend or discontinue the calculation or dissemination of SOFR in its sole discretion and without notice (in which case a fallback method of determining the interest rate on the Floating Rate Notes as further described under “Description of the Securities—Principal, Maturity and Interest for the Floating Rate Notes—Benchmark Transition” will apply) and has no obligation to consider the interests of holders of the Floating Rate Notes in calculating, withdrawing, modifying, amending, suspending or discontinuing SOFR.

If we or our designee determine that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred in respect of SOFR, then the interest rate on the Floating Rate Notes will no longer be determined by reference to SOFR, but instead will be determined by reference to a different rate, which will be a different benchmark than SOFR, plus a spread adjustment, which we refer to as a “Benchmark Replacement,” as further described under “Description of the Securities—Principal, Maturity and Interest for the Floating Rate Notes—Benchmark Transition.”

S-14

If a particular Benchmark Replacement or Benchmark Replacement Adjustment cannot be determined, then the next-available Benchmark Replacement or Benchmark Replacement Adjustment will apply. These replacement rates and adjustments may be selected, recommended or formulated by (i) the Relevant Governmental Body (such as the ARRC), (ii) the International Swaps and Derivatives Association, Inc. (“ISDA”) or (iii) in certain circumstances, we or our designee. In addition, the terms of the Floating Rate Notes expressly authorize us or our designee to make Benchmark Replacement Conforming Changes with respect to, among other things, changes to the definition of “Interest Period,” the timing and frequency of determining rates and making payments of interest and other administrative matters. The determination of a Benchmark Replacement, the calculation of the interest rate on the Floating Rate Notes by reference to a Benchmark Replacement (including the application of a Benchmark Replacement Adjustment), any implementation of Benchmark Replacement Conforming Changes and any other determinations, decisions or elections that may be made under the terms of the Floating Rate Notes in connection with a Benchmark Transition Event, could adversely affect the value of the Floating Rate Notes, the return on the Floating Rate Notes and the price at which you can sell the Floating Rate Notes.

Any determination, decision or election described above will be made in the sole discretion of us or our designee. Any exercise of such discretion by us may present us with a conflict of interest. In addition, if we appoint an affiliate as our designee, any exercise of such discretion may present us or such affiliate with a conflict of interest. Any of these determinations, decisions or elections may adversely affect the value of the Floating Rate Notes, the return on the Floating Rate Notes and the price at which you can sell the Floating Rate Notes. Moreover, certain of these determinations, decisions or elections may require the exercise of discretion and the making of subjective judgments, such as with respect to the occurrence or non-occurrence of a Benchmark Transition Event and any Benchmark Replacement Conforming Changes, which may also adversely affect the value of the Floating Rate Notes, the return on the Floating Rate Notes and the price at which you can sell the Floating Rate Notes.

In addition, (i) the composition and characteristics of the Benchmark Replacement will not be the same as those of SOFR, the Benchmark Replacement may not be the economic equivalent of SOFR, there can be no assurance that the Benchmark Replacement will perform in the same way as SOFR would have at any time and there is no guarantee that the Benchmark Replacement will be a comparable substitute for SOFR (each of which means that a Benchmark Transition Event could adversely affect the value of the Floating Rate Notes, the return on the Floating Rate Notes and the price at which you can sell the Floating Rate Notes), (ii) any failure of the Benchmark Replacement to gain market acceptance could adversely affect the Floating Rate Notes, (iii) the Benchmark Replacement may have a very limited history and the future performance of the Benchmark Replacement cannot be predicted based on historical performance, (iv) the secondary trading market for Floating Rate Notes linked to the Benchmark Replacement may be limited and (v) the administrator of the Benchmark Replacement may make changes that could change the value of the Benchmark Replacement or discontinue the Benchmark Replacement, and has no obligation to consider your interests in doing so.

Our affiliates may participate in press activities or publish research that could affect the market value of the Floating Rate Notes.

One or more of our affiliates may, at present or in the future, participate in press activities or publish research reports with respect to movements in interest rates generally, or with respect to SOFR specifically. Such press activities or research may be modified from time to time without notice and may express opinions or provide recommendations that are inconsistent with purchasing or holding the Floating Rate Notes. Any of these activities may affect the market value of the Floating Rate Notes.

S-15

USE OF PROCEEDS

The net proceeds from the sale of the Securities are estimated to be approximately $ million after deduction of the underwriting commissions and the estimated expenses payable by us. We intend to use the net proceeds from the sale of the Securities for loans to our subsidiaries, including Nomura Securities Co., Ltd., which will use such funds for their general corporate purposes.

S-16

CAPITALIZATION AND INDEBTEDNESS

The following table sets forth our consolidated capitalization and indebtedness as of March 31, 2026, presented in accordance with U.S. GAAP, as adjusted to give effect to the offering of the Securities. You should read this table in conjunction with the consolidated financial statements and related notes incorporated by reference in this prospectus supplement.


	At March 31, 2026
	Actual			As Adjusted
	(in millions)
Short-term borrowings	¥	1,752,669		¥	1,752,669
Long-term borrowings		15,544,956			15,544,956
Securities being issued⁽¹⁾		—
NHI shareholders’ equity:
Common stock—no par value (Authorized: 6,000,000,000 shares; Issued: 3,088,562,601 shares; Outstanding: 2,901,337,224 shares)		594,493			594,493
Additional paid-in capital		706,261			706,261
Retained earnings		2,013,986			2,013,986
Accumulated other comprehensive income		548,221			548,221
Common stock held in treasury, at cost (187,225,377 shares)		(155,093	)		(155,093	)

Total NHI shareholders’ equity		3,707,868			3,707,868

Noncontrolling interests		147,047			147,047

Total equity		3,854,915			3,854,915

Total capitalization and indebtedness	¥	21,152,540		¥

Note:

(1)

The Securities being issued have been translated to Japanese yen for the purposes of this table at the following foreign currency exchange rate: ¥159.08 per $1.00, the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York as of March 31, 2026.

Except as described above, there has been no material change in our capitalization and indebtedness since March 31, 2026.

S-17

SELECTED FINANCIAL AND OTHER INFORMATION

The following table presents selected financial information as of and for the fiscal years ended March 31, 2022, 2023, 2024, 2025 and 2026, which is derived from our consolidated financial statements as of and for the same fiscal years. These financial statements are prepared in accordance with U.S. GAAP.

The consolidated financial statements of Nomura Holdings, Inc. included in our most recent annual report on Form 20-F for the fiscal year ended March 31, 2026, which is incorporated herein by reference, have been audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) by Ernst & Young ShinNihon LLC, our independent registered public accounting firm.

You should read the U.S. GAAP selected consolidated financial information presented below together with the information included in “Item 5. Operating and Financial Review and Prospects” and the audited consolidated financial statements, including the notes thereto, in our most recent annual report on Form 20-F, which is incorporated herein by reference. The information presented below is qualified in its entirety by reference to that information.


	Fiscal year ended March 31,
	2022		2023			2024		2025		2026
	(millions of yen, except per share data, number of shares and percentages)
Statement of income data:
Total revenue	¥	1,593,999	¥	2,486,726		¥	4,157,294	¥	4,736,743	¥	4,758,486
Interest expense		230,109		1,151,149			2,595,294		2,844,258		2,590,773

Net revenue		1,363,890		1,335,577			1,562,000		1,892,485		2,167,713
Non-interest expenses		1,137,267		1,186,103			1,288,150		1,420,521		1,627,892

Income before income taxes		226,623		149,474			273,850		471,964		539,821
Income tax expense		80,090		57,798			96,630		124,709		165,439

Net income		146,533		91,676			177,220		347,255		374,382
Less: Net income (loss) attributable to non-controlling interests		3,537		(1,110	)		11,357		6,519		12,253

Net income attributable to NHI shareholders	¥	142,996	¥	92,786		¥	165,863	¥	340,736	¥	362,129

Balance sheet data (fiscal year end):
Total assets	¥	43,412,156	¥	47,771,802		¥	55,147,203	¥	56,802,170	¥	62,645,925
Total NHI shareholders’ equity		2,914,605		3,148,567			3,350,189		3,470,879		3,707,868
Total equity		2,972,803		3,224,142			3,448,513		3,580,999		3,854,915
Common stock		594,493		594,493			594,493		594,493		594,493
Per share data:
Net income attributable to NHI shareholders—basic	¥	46.68	¥	30.86		¥	54.97	¥	115.30	¥	123.08
Net income attributable to NHI shareholders—diluted		45.23		29.74			52.69		111.03		118.99
Total NHI shareholders’ equity⁽¹⁾		965.80		1,048.24			1,127.72		1,174.10		1,277.99
Cash dividends		22.00		17.00			23.00		57.00		51.00
Cash dividends in USD⁽²⁾	$	0.18	$	0.13		$	0.15	$	0.38	$	0.32
Weighted average number of shares outstanding (in thousands)⁽³⁾		3,063,524		3,006,744			3,017,128		2,955,205		2,942,280
Other data:
Return on equity⁽⁴⁾		5.1%		3.1%			5.1%		10.0%		10.1%

Notes:

(1)	Calculated using the number of shares outstanding at end of the respective fiscal year.

(2)	Calculated using the Japanese Yen—U.S. Dollar exchange rate as of the respective fiscal year end date utilizing the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York.

(3)	The number shown is used to calculate basic earnings per share.

(4)	Calculated as net income (loss) attributable to NHI shareholders divided by the average total NHI shareholders’ equity at the beginning and the end of the respective fiscal year.

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DESCRIPTION OF THE SECURITIES

This section describes the specific financial and legal terms of the Securities and supplements the more general description under “Description of Senior Debt Securities” in the accompanying prospectus. To the extent that the following description is inconsistent with the terms and provisions described under “Description of Senior Debt Securities” in the accompanying prospectus, the following description replaces the description of the general terms and provisions in the accompanying prospectus.

It is important for you to consider the information contained in the accompanying prospectus and this prospectus supplement and any applicable pricing term sheet before deciding whether to invest in the Securities. Whenever a defined term is referred to but not defined in this section, the definition of that term is contained in the accompanying prospectus or in the Indenture referred to therein.

General

We will offer the Securities under a senior debt indenture between us, as issuer, and Citibank, N.A., as trustee (the “Trustee”), dated as of January 16, 2020 (the “Indenture”). The Indenture is qualified under the Trust Indenture Act of 1939, as amended.

The Securities of each series will be issued only in fully registered form without coupons. The Securities will be our direct, unconditional, unsubordinated and unsecured obligations and rank pari passu and without preference among themselves and with all other unsecured obligations, other than our subordinated obligations (except for statutorily preferred exceptions) from time to time outstanding.

We are a holding company and conduct substantially all of our operations through our subsidiaries. As a result, claims of holders of the Securities will be structurally subordinated to claims of creditors of our subsidiaries. In addition, we have been classified as one of the TLAC Covered SIBs, and the FSA has expressed its view that SPE resolution would be the preferred strategy for resolution of the TLAC Covered SIBs. As a result, the Securities are expected to become subject to loss absorption if we become subject to orderly resolution measures under the Companies Act, the Financial Instruments and Exchange Act, the Deposit Insurance Act and Japanese insolvency laws. These restrictions could prevent our subsidiaries from paying the cash to us that we need in order to make payments under the Securities. See “Risk Factors—Risks Relating to the Debt Securities Generally—The debt securities will be structurally subordinated to indebtedness and other liabilities of our subsidiaries, including Nomura Securities Co., Ltd. and Nomura Financial Products & Services, Inc.” and “Risk Factors—Risks Relating to the Debt Securities Generally—The debt securities are intended to qualify as our external TLAC debt and may become subject to loss absorption if we become subject to orderly resolution measures under the Deposit Insurance Act and Japanese insolvency laws. As a result, the value of the debt securities could be materially adversely affected, and you may lose all or a portion of your investments in the debt securities.” in the accompanying prospectus.

The Securities will not be redeemable prior to maturity, except as set forth in “Description of Senior Debt Securities—Optional Tax Redemption” in the accompanying prospectus, and will not be subject to any sinking fund.

The Securities will be, and the Indenture is, governed by and construed in accordance with the laws of the State of New York. The Securities of each series will be issued in denominations of $200,000 and integral multiples of $1,000 in excess thereof.

The Securities will not, and the Indenture does not, contain any financial covenants or other restrictions on the payment of dividends on shares of our common stock, the incurrence of unsecured indebtedness, or the issuance or repurchase of our securities. In addition, the Securities will not, and the Indenture does not, contain any covenants or other provisions to afford protection to Security holders in the event of a highly leveraged transaction or a change in control of Nomura Holdings, Inc.

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We will pay the principal of and interest on the Securities in U.S. dollars or in such other coin or currency of the United States as at the time of payment is legal tender for the payment of public and private debts. Payments on the Securities will be made in accordance with any laws, regulations or administrative practices applicable to us and our agents in respect thereof, including requirements under Japanese tax law.

If and to the extent we shall default in the payment of the interest due on the interest payment date, such defaulted interest shall be paid to the person in whose name the relevant Security is registered at the close of business on a subsequent record date, which shall not be less than five Business Days prior to the payment of such defaulted interest, established by notice given by mail or in accordance with clearing system procedures by or on behalf of us to the holder of the relevant Security not less than fifteen days preceding such subsequent record date.

Principal, Maturity and Interest for the Floating Rate Notes

The initial aggregate principal amount of the 3-year Floating Rate Notes and the 5-year Floating Rate Notes is $ and $ , respectively. The 3-year Floating Rate Notes will mature on , 2029 and the 5-year Floating Rate Notes will mature on , 2031 (the maturity date of each series of the Floating Rate Notes, a “Floating Rate Notes Maturity Date”). The Floating Rate Notes of each series will be repaid at maturity at a price of 100% of the principal amount thereof.

The 3-year Floating Rate Notes will bear interest at a rate per annum equal to Compounded Daily SOFR (as defined below) plus % (the “3-year Floating Rate Notes Margin”) and the 5-year Floating Rate Notes will bear interest at a rate per annum equal to Compounded Daily SOFR plus % (the “5-year Floating Rate Notes Margin”), in each case, from and including , 2026 to but excluding the relevant Floating Rate Notes Maturity Date, or if redeemed early, the date fixed for redemption, payable quarterly in arrears on the following dates:

•

, , and of each year, commencing on , 2026, in the case of the 3-year Floating Rate Notes, and

•

, , and of each year, commencing on , 2026 in the case of the 5-year Floating Rate Notes,

in each case, subject to adjustments as described in the next paragraph (each such date for the payment of interest, along with the relevant Floating Rate Notes Maturity Date or the date fixed for redemption of the relevant series, an “Interest Payment Date”), to the holders of record as at 5:00 p.m. (New York City time) on the day five Business Days immediately preceding such Interest Payment Date. In no event shall the rate of interest for any series of the Floating Rate Notes be less than 0% for any Interest Period (as defined below).

If any Interest Payment Date (other than the relevant Floating Rate Notes Maturity Date or any redemption date under “Description of Senior Debt Securities—Optional Tax Redemption” in the accompanying prospectus) falls on a day that is not a Business Day, such Interest Payment Date will be adjusted in accordance with the Modified Following Business Day Convention. The term “Modified Following Business Day Convention” means that the relevant date shall be postponed to the first following day that is a Business Day (and interest will continue to accrue to, but excluding, such succeeding Business Day), unless that day falls in the next calendar month in which case that date will be the first preceding day that is a Business Day (and interest will accrue to, but excluding, such preceding Business Day). If the relevant Floating Rate Notes Maturity Date or any redemption date under “Description of Senior Debt Securities—Optional Tax Redemption” in the accompanying prospectus would fall on a day that is not a Business Day, then any interest, principal or additional amounts, if any, as the case may be, will be paid on the next succeeding Business Day. Payments postponed to the next succeeding Business Day in such situations will be treated under the Indenture as if they were made on the original due date. Postponement of this kind will not result in a default under the relevant series of the Floating Rate Notes or the Indenture, and no interest will accrue on the postponed amount from the original due date to the next succeeding Business Day.

S-20

A “Business Day” as used under “—Principal, Maturity and Interest for the Floating Rate Notes” means a day that is a U.S. Government Securities Business Day (as defined below), a New York business day (as defined below), a London business day (as defined below) and a Tokyo business day (as defined below).

As further described herein, on each Interest Determination Date, the Calculation Agent (each as defined below) will calculate the amount of accrued interest payable on each series of the Floating Rate Notes on the related Interest Payment Date by multiplying (i) the outstanding principal amount of each series of the Floating Rate Notes by (ii) the product of (a) the interest rate for the relevant Interest Period multiplied by (b) the number of days in the relevant Interest Period divided by 360 (actual/360 day count convention).

Secured Overnight Financing Rate

The Secured Overnight Financing Rate is published by the Federal Reserve Bank of New York and is intended to be a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities.

The Federal Reserve Bank of New York notes on its publication page for the Secured Overnight Financing Rate that use of the Secured Overnight Financing Rate is subject to important limitations, indemnification obligations and disclaimers, including that the Federal Reserve Bank of New York may alter the methods of calculation, publication schedule, rate revision practices or availability of the Secured Overnight Financing Rate at any time without notice.

Compounded Daily SOFR

The term “Compounded Daily SOFR” means, in respect of each Interest Period, the rate of return on a daily compounded interest investment during the relevant SOFR Observation Period (with the daily SOFR reference rate as the reference rate for the calculation of interest) and will be determined by the Calculation Agent on the relevant Interest Determination Date in accordance with the following formula:

LOGO

with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005 per cent. being rounded upwards (e.g., 9.876541 per cent. (or 0.09876541) being rounded down to 9.87654 per cent. (or 0.0987654) and 9.876545 per cent. (or 0.09876545) being rounded up to 9.87655 per cent. (or 0.0987655)) and where:

“SOFR_i” for any U.S. Government Securities Business Day “i” in the relevant SOFR Observation Period, is equal to the SOFR reference rate for that U.S. Government Securities Business Day “i”;

“d” means the number of calendar days in the relevant SOFR Observation Period;

“d_o” means the number of U.S. Government Securities Business Days in the relevant SOFR Observation Period;

“i” means a series of whole numbers ascending from one to d_o, representing each U.S. Government Securities Business Day in chronological order from and including the first U.S. Government Securities Business Day in the relevant SOFR Observation Period (each, a “U.S. Government Securities Business Day “i””);

“n_i”, for any U.S. Government Securities Business Day “i”, means the number of calendar days from and including such U.S. Government Securities Business Day “i” up to but excluding the following U.S. Government Securities Business Day;

“Interest Determination Date” means the date that is five U.S. Government Securities Business Days before the related Interest Payment Date;

S-21

“Interest Period” means each period beginning from and including , 2026 to but excluding the first Interest Payment Date, or from and including any Interest Payment Date to but excluding the next Interest Payment Date; provided, however, that, in the case of any Interest Period during which the Floating Rate Notes become due and payable on a date other than an Interest Payment Date, in respect of such Floating Rate Notes that become due and payable only, such Interest Period will end on but exclude such date on which the Floating Rate Notes have become due and payable;

“SOFR” means, in respect of a U.S. Government Securities Business Day, the reference rate determined by the Calculation Agent in accordance with the following provision:

(i)

the Secured Overnight Financing Rate published for such U.S. Government Securities Business Day at the SOFR Determination Time on the SOFR Administrator’s Website; or

(ii)

if the reference rate specified in (i) above does not appear, unless both a Benchmark Transition Event and its related Benchmark Replacement Date (each as defined below) have occurred, the Secured Overnight Financing Rate published on the SOFR Administrator’s Website for the most recent preceding U.S. Government Securities Business Day for which the Secured Overnight Financing Rate was published on the SOFR Administrator’s Website;

“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, or any successor source;

“SOFR Determination Time” means 3:00 p.m. (New York City time) on the immediately following U.S. Government Securities Business Day;

“SOFR Observation Period” means in respect of each Interest Period, the period from, and including, the date five U.S. Government Securities Business Days preceding the first date in such Interest Period to, but excluding, the date five U.S. Government Securities Business Days preceding the Interest Payment Date for such Interest Period or in the case of any Interest Period during which the Floating Rate Notes become due and payable on a date other than an Interest Payment Date, the period from, and including, the date that is five U.S. Government Securities Business Days preceding the first date in such Interest Period, but excluding, the date that is five U.S. Government Securities Business Days before such date on which the Floating Rate Notes have become due and payable; and

“U.S. Government Securities Business Day” means any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

Notwithstanding anything to the contrary in the documentation relating to the Floating Rate Notes, if we or our designee determines on or prior to the relevant Reference Time (as defined below) that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to determining Compounded Daily SOFR or the then-current Benchmark (as defined below), then the benchmark replacement provisions set forth below under “—Benchmark Transition” will thereafter apply to all determinations of the rate of interest payable on the Floating Rate Notes.

For the avoidance of doubt, in accordance with the benchmark replacement provisions, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest payable for each Interest Period on the Floating Rate Notes will be an annual rate equal to the sum of the Benchmark Replacement (as defined below) and the applicable Floating Rate Notes Margin.

Subject to and in accordance with its appointment and acceptance of such appointment under the calculation agency agreement between Nomura Holdings, Inc. and Citibank, N.A., London Branch dated July 3, 2024 (the “Calculation Agency Agreement”), Citibank, N.A., London Branch, will serve as the “Calculation Agent” for the Floating Rate Notes.

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The Calculation Agent’s determination of Compounded Daily SOFR and its calculation of the applicable interest rate for each Interest Period will be conclusive and binding on us and the holders of the Floating Rate Notes absent manifest error. Upon written request, the Calculation Agent will make available the interest rates for current (once determined) and preceding Interest Periods by delivery of such notice through such medium as is available to participants in DTC, Euroclear and Clearstream, or any successor thereof, and in accordance with such applicable rules and procedures as long as the Floating Rate Notes are held in global form. We have the right to remove the Calculation Agent at any time, which removal will take effect on the date of the appointment by us of a successor Calculation Agent. The Calculation Agent may resign at any time by giving not less than sixty (60) days prior written notice thereof to us. Pursuant to the terms of the Calculation Agency Agreement, a successor Calculation Agent will be appointed.

Benchmark Transition

Notwithstanding anything to the contrary in the documentation relating to the Floating Rate Notes, if we or our designee determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the then-current Benchmark, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Floating Rate Notes in respect of all determinations on such date and for all determinations on all subsequent dates.

In connection with the implementation of a Benchmark Replacement, we or our designee will have the right to make Benchmark Replacement Conforming Changes (as defined below) from time to time without the consent of the holders of the Floating Rate Notes.

Any determination, decision or election that may be made by us or our designee pursuant to these Benchmark Transition provisions, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection (i) will be conclusive and binding on us, the Trustee, the paying agent, the Calculation Agent and any other agents and the holders of the Floating Rate Notes absent manifest error, (ii) if made by us, will be made in our sole discretion, (iii) if made by our designee, will be made after consultation with us, and the designee will not make any such determination, decision or election to which we object and (iv) notwithstanding anything to the contrary in the documentation relating to the Floating Rate Notes, shall become effective without consent from the holders of the Floating Rate Notes or any other party.

Any determination, decision or election pursuant to these Benchmark Transition provisions not made by our designee will be made by us on the basis as described above. The designee shall have no liability for not making any such determination, decision or election. In addition, we may designate an entity (which may be our affiliate) to make any determination, decision or election that we have the right to make in connection with these Benchmark Transition provisions. Each holder of the Floating Rate Notes agrees (i) that none of the Trustee, the Calculation Agent, the paying agent, the registrar, the authenticating agent, nor the transfer agent shall have any duty or liability in connection with the determination of any Benchmark Transition Event, Benchmark Replacement, Benchmark Replacement Conforming Changes, or any other related matter as provided in this section and (ii) to waive any and all claims arising out of such matters against such persons. Each holder of the Floating Rate Notes agrees that none of the Trustee, the Calculation Agent, the paying agent, the registrar, the authenticating agent, nor the transfer agent shall be under any obligation to (i) monitor, determine or verify the unavailability or cessation of any Benchmark, or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, or (iii) select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, if any, in connection with any of the foregoing. Each holder of the Floating Rate Notes agrees that none of the Trustee, the Calculation Agent, the paying agent, the registrar, the authenticating agent, nor the transfer agent shall be liable for any inability, failure or delay on its part to perform any of its duties as a result of the

S-23

unavailability of any Benchmark and absence of a designated replacement Benchmark, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party in providing any required or contemplated direction, instruction, notice or information reasonably required for the performance of such duties.

We will promptly give written notice of the determination of the Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes to the Trustee, the paying agent, the Calculation Agent and the holders of the Floating Rate Notes; provided that failure to give such notice will have no impact on the effectiveness of, or otherwise invalidate, any such determination.

The Calculation Agent is not required to determine any interest rate if such determination would require access to any reference rate to which it does not have access. In the event of any conflict or ambiguity relating to the prevailing interest rate on a series of Floating Rate Notes, the Calculation Agent has the right to request written direction and/or clarification from us, refrain from acting unless and until such written direction and/or clarification is received by it and resolves such ambiguity to its satisfaction, and conclusively rely upon such direction without limitation. For any circumstances under the ISDA Definitions where the Calculation Agent would be required to exercise any discretion, including the selection of any reference banks and seeking quotations from reference banks, when calculating the relevant interest rate, the relevant determination(s) which require the Calculation Agent to exercise its discretion shall instead be made by us or our designee.

For purposes of these Benchmark Transition provisions:

“Benchmark” means, initially, Compounded Daily SOFR; provided that if we or our designee determines on or prior to the Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Compounded Daily SOFR (including any daily published component used in the calculation thereof) or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement;

“Benchmark Replacement” means the first alternative set forth in the order below that can be determined by us or our designee as of the Benchmark Replacement Date:

(i)

the sum of:

(a)

the alternate reference rate that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark (including any daily published component used in the calculation thereof) for the Corresponding Tenor; and

(b)

the Benchmark Replacement Adjustment;

(ii)

the sum of:

(a)

the ISDA Fallback Rate; and

(b)

the Benchmark Replacement Adjustment; or

(iii)

the sum of:

(a)

the alternate reference rate that has been selected by us or our designee as the replacement for the then-current Benchmark (including any daily published component used in the calculation thereof) for the applicable Corresponding Tenor giving due consideration to any industry-accepted reference rate as a replacement for the then-current Benchmark (including any daily published component used in the calculation thereof) for U.S. dollar-denominated floating rate notes at such time; and

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SEC Form 424B5 filed by Nomura Holdings Inc ADR