U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of September 2025
Commission File Number: 1-15270
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 office)
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 ☒ Form 40-F ☐
Information furnished on this form:
EXHIBIT
| Exhibit Number | ||
| 4.7. | Subordinated Indenture between Nomura Holdings, Inc. and Citibank, N.A., as Trustee | |
| 4.8. | Form of $750,000,000 5.043% Fixed Rate Resetting Subordinated Debt Securities due 2036 | |
| 5.3. | Opinion of Sullivan & Cromwell LLP relating to the $750,000,000 5.043% Fixed Rate Resetting Subordinated Debt Securities due 2036 | |
| 5.4. | Opinion of Anderson Mori & Tomotsune relating to the $750,000,000 5.043% Fixed Rate Resetting Subordinated Debt Securities due 2036 | |
The registrant hereby incorporates the foregoing Exhibits to this report on Form 6-K by reference in the prospectus that is part of the Registration Statement on Form F-3 (Registration No. 333-283915) of the registrant, originally filed with the Securities and Exchange Commission (the “SEC”) on December 19, 2024, as amended by Post-Effective Amendment No. 1 thereto, filed with the SEC on August 29, 2025.
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.
| NOMURA HOLDINGS, INC. | ||||||
| Date: September 10, 2025 | By: | /s/ Kenichiro Asano | ||||
| Kenichiro Asano | ||||||
| Managing Director Treasury Department | ||||||