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 January 2026

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:

EXHIBITS

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.

Exhibit 1

Notice Regarding Change in Specified Subsidiary

Tokyo, January 30, 2026—Nomura Holdings, Inc. (Nomura) today announced that Delaware Management Company (DMC) has become a “specified subsidiary” (tokutei kogaisha) of Nomura.

As announced on April 22, 2025 and December 1, 2025, Nomura has completed the acquisition of all shares of Macquarie Group Limited’s U.S. and European public asset management business (the “Acquired Business”). As the share capital of DMC, which forms part of the Acquired Business, is now at least 10 percent of Nomura’s capital, DMC has become a specified subsidiary of Nomura.

As a result of the share acquisition, DMC has become a subsidiary of Nomura. Accordingly, DMC’s consolidated results will be reflected in Nomura’s consolidated results for the third quarter of the fiscal year ending March 2026.

For further information please contact:

Nomura

Nomura is a financial services group with an integrated global network. By connecting markets East & West, Nomura services the needs of individuals, institutions, corporates and governments through its four business divisions: Wealth Management, Investment Management, Wholesale (Global Markets and Investment Banking), and Banking. Founded in 1925, the firm is built on a tradition of disciplined entrepreneurship, serving clients with creative solutions and considered thought leadership. For further information about Nomura, visit www.nomura.com.

Exhibit 2

[Translation of the Extraordinary Report Filed with the Director General of the Kanto Finance Bureau on January 30, 2026]

1. Reason for Submission

On December 1, 2025, we completed the acquisition of all shares of Macquarie Management Holdings, Inc. Because Delaware Management Company (“DMC”), a subsidiary of that company, was qualified as the Specified Subsidiary (Tokutei Kogaisha) of the Company, we are submitting this Extraordinary Report pursuant to Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Act of Japan and Article 19, Paragraph 2, Item 3 of the Cabinet Office Ordinance on Disclosure of Corporate Affairs, etc.

2. Matters Reported

(1) Name, Location, Name of representative, Share capital and Description of business of the Specified Subsidiary relevant to the change

(2) Number and total percentage of the voting rights held by the Company before and after change

(3) Reasons for and date of change

Through the acquisition of shares of Macquarie Management Holdings, Inc., Delaware Management Company became the subsidiary of the Company, and the share capital of that company amounted to at least 10% of the Company’s capital.

December 1, 2025

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