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 February 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:

EXHIBIT

The registrant hereby incorporates Exhibit 1 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, originally filed with the SEC on December 19, 2024, as amended by Post-Effective Amendment No. 1 thereto, filed with the SEC on August 29, 2025 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.

Presentation of Financial and Other Information

As used in this Form 6-K, references to “Nomura” are to Nomura Holdings, Inc. and its consolidated entities. References to “NHI” are to Nomura Holdings, Inc.

Unless otherwise stated, references in this Form 6-K to “yen” are to Japanese yen. Amounts shown in this Form 6-K have been rounded to the nearest indicated digit unless otherwise specified. In tables and paragraphs with rounded figures, sums may not add up due to rounding.

Except as otherwise indicated, all financial information with respect to Nomura presented in this Form 6-K is presented on an unaudited consolidated basis in accordance with U.S. generally accepted accounting principles.

Supplement for Financial Highlights—Nine months ended December 31, 2025

Nomura reported net revenue of 1,590.5 billion yen for the nine months ended December 31, 2025, an increase of 10.5% from the same period in the previous year. Non-interest expenses increased by 8.7% from the same period in the previous year to 1,158.4 billion yen. Income before income taxes was 432.1 billion yen and net income attributable to NHI shareholders was 288.2 billion yen for the nine months ended December 31, 2025. Basic-Net income attributable to NHI shareholders per share was 97.73 yen and Diluted-Net income attributable to NHI shareholders per share was 94.67 yen. Return on shareholders’ equity was 10.8%. Return on shareholders’ equity annualized is calculated as the ratio of net income attributable to NHI shareholders to total NHI shareholders’ equity multiplied by 4/3 to annualize the figure.

i.) Financial Position

As of December 31, 2025, Nomura’s main balance sheet indicators were as follows:

As of December 31, 2025, Nomura’s capital-related indicators were as follows¹:

NHI has been assigned as a Final Designated Parent Company who must calculate a consolidated capital adequacy ratio according to the “Establishment of standards on sufficiency of capital stock of a final designated parent company and its subsidiary entities, etc. compared to the assets held thereby” (2010 FSA Regulatory Notice No. 130; “Capital Adequacy Notice on Final Designated Parent Company”). Since then, the Capital Adequacy Notice on Final Designated Parent Company has been revised to be in line with Basel 2.5 and Basel III.

Since its designation as a Final Designated Parent Company in April 2011, NHI has been calculating its consolidated capital adequacy ratio according to the Capital Adequacy Notice on Final Designated Parent Company and, from the end of March 2013, according to a Basel III-based consolidated capital adequacy ratio.

ii.) Value at Risk

Value at risk as of December 31, 2025 was 6.2 billion yen, 63.2% increase compared to March 31, 2025. Value at risk is defined at 95% confidence level. The time horizon for our outstanding portfolio is 1 day. Inter-product price fluctuations are considered.

iii.) Number of Employees

As of December 31, 2025, Nomura had 28,601 employees globally (Japan: 15,061, Europe: 3,237, Americas: 3,030, Asia and Oceania (including Powai office in India): 7,273).

The nine months ended December 31, 2025—Business Highlights

Business Segment Information

Wealth Management

 Results of operation*

Net revenue increased from ¥333.6 billion for the nine months ended December 31, 2024 to ¥354.8 billion for the nine months ended December 31, 2025 primarily due to an increase in commissions. Non-interest expenses were ¥212.0 billion and income before income taxes was ¥142.8 billion.

*We established a new Banking Division, effective April 1, 2025. Accordingly, prior period amounts have been reclassified to conform to the current year presentation.

 KPIs

– 1 –

Investment Management

 Results of operation

On December 1, 2025, Nomura completed the acquisition of all equity interests in Macquarie Management Holdings, Inc., Macquarie Investment Management Holdings (Luxembourg) S.à r.l., and Macquarie Investment Management Holdings (Austria) GmbH (collectively, “Acquired Companies”), pursuant to the share purchase agreement entered into on April 22, 2025 (the “Macquarie Acquisition”). Upon completion, Nomura acquired 100% of the outstanding shares of the Acquired Companies for a total cash consideration of approximately $1.8 billion (equivalent to approximately ¥281.4 billion, based on an exchange rate of 1 U.S. dollar = ¥156.35 as of December 1, 2025). Nomura has determined that a substantial portion of the purchase price has provisionally been allocated to intangible assets and goodwill. As a result, these companies have become consolidated subsidiaries of Nomura with effect from December 1, 2025, and their results of operations and KPIs are included in the Investment Management figures disclosed under this Results of operation subsection and the following KPIs subsection beginning on such date.

Net revenue increased from ¥149.5 billion for the nine months ended December 31, 2024 to ¥172.3 billion for the nine months ended December 31, 2025, primarily due to an increase in Business revenue including a result of the consolidation of the businesses acquired in the Macquarie Acquisition. Non-interest expenses were ¥102.1 billion for the nine months ended December 31, 2025, an increase over the same period in the previous year as a result of expenses attributable to the Acquired Companies, amortization of intangible assets related to the acquired business and one-time acquisition-related costs. As a result, income before income taxes was ¥70.2 billion.

The breakdown of net revenue for Investment Management is as follows:

– 2 –

 KPIs

Wholesale

 Results of operation

The breakdown of net revenue for Wholesale is as follows:

Global Markets net revenue was ¥ 715.6 billion. Fixed Income net revenue decreased from ¥ 393.4 billion for the nine months ended December 31, 2024 to ¥ 383.6 billion for the nine months ended December 31, 2025 due to weak performance in macro products. Equities net revenue increased from ¥274.4 billion for the nine months ended December 31, 2024 to ¥332.0 billion for the nine months ended December 31, 2025 due to strong performances in equity products. Investment banking net revenue was ¥ 138.6 billion.

– 3 –

 KPIs

Banking

 Results of operation*

Net revenue increased from ¥35.8 billion for the nine months ended December 31, 2024 to ¥39.4 billion for the nine months ended December 31, 2025. Non-interest expenses were ¥28.4 billion and income before income taxes was ¥11.0 billion.

*We established a new Banking Division, effective April 1, 2025. Accordingly, prior period amounts have been reclassified to conform to the current year presentation.

 KPIs

————————

– 4 –

 Other Operating Results*

Net revenue was ¥ 165.6 billion, 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 ¥ 46.6 billion.

*We established a new Banking Division, effective April 1, 2025. Accordingly, prior period amounts have been reclassified to conform to the current year presentation.

– 5 –

Segment Information—Operating Segment

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

* Major components

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

– 6 –

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.

Disclaimers

– 7 –