SEC Form 6-K filed by Nomura Holdings Inc ADR

FORM 6-K

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

Commission File Number: 1-15270

For the month of August 2025

NOMURA HOLDINGS, INC.

(Translation of registrant’s name into English)

13-1, Nihonbashi 1-chome

Chuo-ku, Tokyo 103-8645

Japan

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  X    Form 40-F    

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):    

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):    

Information furnished on this form:

EXHIBIT

The registrant hereby incorporates Exhibit 1 (except the English translation of Independent Auditor’s Interim Review Report) to this report on Form 6-K by reference (i) in the prospectus that is part of the Registration Statement on Form F-3 (Registration No. 333-283915) of the registrant, filed with the SEC on December 19, 2024 and (ii) in the prospectus that is part of the Registration Statement on Form F-3 (Registration No. 333-273353) of the registrant and of Nomura America Finance, LLC, filed with the SEC on July 20, 2023.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

August 7, 2025

Financial Summary–Three months ended June 30, 2025

(Completion of the interim review by certified public accountants or an audit firm)

We are pleased to announce that the interim review of the quarterly consolidated financial statements for the three months ended June 30, 2025, conducted by certified public accountants or an audit firm under US GAAP, which were disclosed on July 29, 2025, has been completed. Furthermore, there have been no changes to the quarterly consolidated financial statements announced on July 29, 2025.

Financial Summary For the Three Months Ended June 30, 2025 (U.S. GAAP)

1. Consolidated Operating Results

(1) Operating Results

Note: Return on shareholders’ equity is a ratio of Net income attributable to NHI shareholders to Total NHI shareholders’ equity.

(2) Financial Position

2. Cash Dividends

Note: Fiscal year 2026 Q2 and Q4 dividends are not presented per reasons stated in “3. Earnings forecasts for the year ending March 31, 2026”.

3. Earnings Forecasts for the year ending March 31, 2026

Nomura provides investment, financing and related services in the capital markets on a global basis. In the global capital markets there exist uncertainties due to, but not limited to, economic and market conditions. Nomura, therefore, does not present earnings forecasts.

Notes

(1) Significant changes in the scope of consolidation during the period: None

(2) Adoption of the simplified and particular accounting treatments: None

(3) Changes in accounting policies

  a)  Changes in accounting policies due to amendments to the accounting standards : Yes

  b)  Changes in accounting policies due to other than a) : None

Note) Please refer to P.10 “2. Quarterly Consolidated Financial Statements (4) Changes in Accounting Policies” for further details.

(4) Number of shares issued (common stock)

*Review of the Japanese-language originals of the attached consolidated quarterly financial statements by certified public accountants or an audit firm: Yes (voluntary)

Table of Contents for the Accompanying Materials

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 U.S. GAAP

Note: Return on shareholders’ equity is a ratio of Net income (loss) attributable to NHI shareholders to Total NHI shareholders’ equity.

Nomura Holdings, Inc. and its consolidated entities (collectively, “Nomura”) reported net revenue of 523.3 billion yen for the three months ended June 30, 2025, an increase of 15.2% from the same period in the prior year. Non-interest expenses increased by 3.3% from the same period in the prior year to 363.0 billion yen. Income before income taxes was 160.3 billion yen and net income attributable to NHI shareholders was 104.6 billion yen for the three months ended June 30, 2025.

 Segment Information

In the above segment information totals, which exclude a part of unrealized gain (loss) on investments in equity securities held for operating purposes, net revenue for the three months ended June 30, 2025 was 523.4 billion yen, an increase of 15.5% from the same period in the prior year. Non-interest expenses increased by 3.3% from the same period in the prior year to 363.0 billion yen. Income before income taxes increased by 57.7% to 160.4 billion yen for the three months ended June 30, 2025. Please refer to page 10 for further details of the differences between U.S. GAAP and business segment amounts.

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<Business Segment Results>

On April 1, 2025, the Banking Division was newly established. As a result, the prior period amounts have been reclassified to conform to the current year presentation.

 Operating Results of Wealth Management

Net revenue decreased by 3.6% from the same period in the prior year to 105.8 billion yen. Non-interest expenses decreased by 2.2% to 67.0 billion yen. As a result, income before income taxes decreased by 5.9% to 38.8 billion yen.

 Operating Results of Investment Management

Net revenue increased by 6.1% from the same period in the prior year to 50.6 billion yen. Non-interest expenses increased by 18.6% to 29.0 billion yen. As a result, income before income taxes decreased by 7.1% to 21.5 billion yen. Assets under management were 94.3 trillion yen as of June 30, 2025.

 Operating Results of Wholesale

Net revenue increased by 6.6% from the same period in the prior year to 261.1 billion yen. Non-interest expenses decreased by 2.0% to 219.2 billion yen. As a result, income before income taxes increased by 98.4% to 41.9 billion yen.

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 Operating Results of Banking

Net revenue increased by 14.4% from the same period in the prior year to 12.8 billion yen. Non-interest expenses increased by 28.2% to 9.2 billion yen. As a result, income before income taxes decreased by 10.4% to 3.6 billion yen.

 Other Operating Results

Net revenue was 93.2 billion yen, primarily due to profits related to the sale of land and buildings located in Takanawa 2-chome, Minato-ku, Tokyo, recorded in April 2025. Income before income taxes was 54.6 billion yen.

Total assets as of June 30, 2025 were 58,101.1 billion yen, an increase of 1,298.9 billion yen compared to March 31, 2025, mainly due to the increase in Trading assets. Total liabilities as of June 30, 2025 were 54,512.1 billion yen, an increase of 1,291.0 billion yen compared to March 31, 2025, mainly due to the increase in Trading liabilities. Total equity as of June 30, 2025 was 3,589.0 billion yen, an increase of 8.0 billion yen compared to March 31, 2025.

Nomura provides investment, financing and related services in the capital markets on a global basis. In the global capital markets there exist uncertainties due to, but not limited to, economic and market conditions. Nomura, therefore, does not present earnings and dividend forecasts.

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Nomura’s quarterly consolidated financial statements, which comprise the consolidated balance sheet, consolidated statement of income, consolidated statement of comprehensive income and notes, have been prepared in accordance with Article 5, Paragraph 4 of the Tokyo Stock Exchange Inc. and Nagoya Stock Exchange Inc.’s Standards for the Preparation of Quarterly Financial Statements (the Standards) and accounting principles generally accepted in the United States, applying the provisions for reduced disclosures as set forth in Article 5, Paragraph 5 of the Standards.

The quarterly consolidated financial statements herein have been prepared in accordance with Nomura’s accounting policies which are disclosed in the notes to the consolidated financial statements of Nomura Holdings, Inc.’s Annual Securities Report (the annual report filed in Japan on June 23, 2025) and Form 20-F (the annual report filed with the U.S. Securities and Exchange Commission on June 23, 2025) for the year ended March 31, 2025, with the exception of matters described in (4) Changes in Accounting Policies.

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(1) Consolidated Balance Sheets

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(2) Consolidated Statements of Income

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(3) Consolidated Statements of Comprehensive Income

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(4) Changes in Accounting Policies

Intangibles—Goodwill and Other—Crypto Asset: Accounting for and Disclosure of Crypto Assets

In December 2023, the Financial Accounting Standards Board issued Accounting Standards Updates (“ASU”) No. 2023-08 “Intangibles—Goodwill and Other—Crypto Asset: Accounting for and Disclosure of Crypto Assets” which requires all in-scope crypto assets be subsequently measured at fair value at each reporting period through earnings. The ASU requires presentation of in-scope crypto assets separately from other intangible assets in the balance sheet and any changes from the remeasurement of in-scope crypto assets separately from changes in the carrying amounts of other intangible assets in the income statement. The ASU also introduces new disclosure requirements for in-scope crypto assets applicable to all entities. Nomura has applied this new accounting policy based on a modified retrospective approach from April 1, 2025. These accounting changes have not had a material impact on Nomura’s consolidated financial statements.

(5) Segment Information – Operating Segment

Nomura’s Chief Operating Decision Maker is the Executive Management Board (the “EMB”) which is the management function primarily responsible for assessing performance of and allocating resources to the business segments. The EMB reviews business segment results including Net revenue, Non-interest expenses, and Income before income taxes on a regular basis. The EMB uses these measures along with certain segment-specific Key Performance Indicators (KPIs) and budgets to evaluate segment performance and to make key operating decisions, including resource and capital allocations. Business segments’ information on total assets is not disclosed as EMB does not consider such information for its operating decisions and therefore, it is not reported.

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The following table shows business segment information and reconciliation items to the consolidated statements of income.

Transactions between operating segments are recorded within segment results on commercial terms and conditions, and are eliminated in “Other.”

The following table presents the major components of income (loss) before income taxes in “Other.”

Note) Prior period amounts have been reclassified to conform to the current year presentation.

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(6) Significant Changes in Equity

Not applicable. For further details of the changes, please refer below.

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(7) Note with respect to the Assumption as a Going Concern

Not applicable.

(8) Note with respect to Consolidated Statements of Cash Flows

The following table shows depreciation and amortization for the three months ended June 30, 2024 and 2025.

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3. Supplementary Information

(1) Consolidated Statements of Income – Quarterly Comparatives