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 April 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 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.

Financial Summary for the Year Ended March 31, 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

(3) Cash Flows

2. Cash Dividends

Note: Breakdown of dividend for the year ended March 31, 2025 : Ordinary dividend 24.00 yen, Commemorative dividend 10.00 yen.

For details, please refer to “Nomura Declares Year-end Dividend Payment including 100th Anniversary Commemorative Dividend” announced on April 25, 2025.

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 and dividends forecasts.

Notes

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

(2) 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) : Yes

Note) Please refer to P.12 “3. Consolidated Financial Statements (7) Changes in Accounting Policies” for further details.

(3) Number of shares issued (common stock)

*This financial summary is not subject to certified public accountant’s or audit firm’s audit

Table of Contents for the Accompanying Materials

– 1 –

Operating Results

 U.S. GAAP

Nomura Holdings, Inc. and its consolidated entities (“Nomura”) reported net revenue of 1,892.5 billion yen for the fiscal year ended March 31, 2025, an increase of 21.2% from the previous year. Non-interest expenses increased by 10.3% from the previous year to 1,420.5 billion yen. Income before income taxes was 472.0 billion yen and net income attributable to NHI shareholders was 340.7 billion yen for the fiscal year ended March 31, 2025.

 Segment Information

In business segment totals, which exclude a part of unrealized gain (loss) on investments in equity securities held for operating purposes, net revenue for the fiscal year ended March 31, 2025 was 1,894.0 billion yen, an increase of 20.5% from the previous year. Non-interest expenses increased by 10.3% from the previous year to 1,420.5 billion yen. Income before income taxes increased by 66.6% to 473.5 billion yen for the fiscal year ended March 31, 2025. Please refer to page 13 for further details of the differences between U.S. GAAP and business segment amounts.

– 2 –

<Business Segment Results>

The Retail Division has been renamed the “Wealth Management Division,” effective April 1, 2024.

Operating Results of Wealth Management

Net revenue increased by 12.2% from the previous year to 451.5 billion yen. Non-interest expenses increased by 0.4% to 280.7 billion yen. As a result, income before income taxes increased by 39.2% to 170.8 billion yen.

 Operating Results of Investment Management

Net revenue increased by 24.9% from the previous year to 192.5 billion yen. Non-interest expenses increased by 9.5% to 102.9 billion yen. As a result, income before income taxes increased by 48.8% to 89.6 billion yen. Assets under management were 89.3 trillion yen as of March 31, 2025.

 Operating Results of Wholesale

Net revenue increased by 22.1% from the previous year to 1,057.9 billion yen. Non-interest expenses increased by 9.8% to 891.7 billion yen. As a result, income before income taxes increased by 208.4% to 166.3 billion yen.

– 3 –

 Other Operating Results

Net revenue was 192.1 billion yen. Income before income taxes was 46.9 billion yen.

Total assets as of March 31, 2025, were 56,802.2 billion yen, an increase of 1,655.0 billion yen compared to March 31, 2024, mainly due to the increase in Trading assets. Total liabilities as of March 31, 2025 were 53,221.2 billion yen, an increase of 1,522.5 billion yen compared to March 31, 2024, mainly due to the increase in Long-term borrowings. Total equity as of March 31, 2025 was 3,581.0 billion yen, an increase of 132.5 billion yen compared to March 31, 2024.

Cash, cash equivalents, restricted cash and restricted cash equivalents as of March 31, 2025, increased by 126.4 billion yen compared to March 31, 2024. Cash flows from operating activities for the year ended March 31, 2025 were outflows of 678.6 billion yen due mainly to the increase in Trading assets and private equity and debt investments. Cash flows from investing activities for the year ended March 31, 2025 were outflows of 848.6 billion yen due mainly to Payments for purchases or origination of other non-trading loans. Cash flows from financing activities for the year ended March 31, 2025 were inflows of 1,679.7 billion yen due primarily to Proceeds from issuances of long-term borrowings.

– 4 –

Nomura currently adopts U.S. generally accepted accounting principles. Depending on factors such as trends by other companies and the impact of International Financial Reporting Standards (“IFRS”) on Nomura’s businesses, Nomura may consider in adopting IFRS in the future.

The consolidated financial information herein has 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 26, 2024) and Form 20-F (the annual report filed with the U.S. Securities and Exchange Commission on June 26, 2024) for the year ended March 31, 2024, with the exception of matters described in (7) Changes in Accounting Policies.

– 5 –

(1) Consolidated Balance Sheets

– 6 –

– 7 –

(2) Consolidated Statements of Income

– 8 –

(3) Consolidated Statements of Comprehensive Income

– 9 –

(4) Consolidated Statements of Changes in Equity

– 10 –

(5) Consolidated Statements of Cash Flows

– 11 –

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

Not applicable.

(7) Changes in Accounting Policies

Fair value measurement of equity securities subject to contractual sale restrictions

The Financial Accounting Standards Board issued Accounting Standards Updates (“ASU”) 2022-03 “Fair Value Measurement: Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” in June 2022 which clarifies that a contractual restriction on the sale of an equity security is an entity-specific characteristic and therefore should not be considered in the fair value measurement of the equity security. The ASU also requires specific disclosures for equity securities subject to contractual sale restrictions. Nomura has applied this new accounting policy prospectively from April 1, 2024.

Voluntary change in accounting policy

Effective from April 1, 2024, Nomura has changed its accounting policy in respect of how accounting guidance provided by Financial Accounting Standards Board Accounting Standards Codification 940 “Financial Services — Brokers and Dealers” (“ASC 940”) is applied to the Company and its consolidated subsidiaries. Prior to April 1, 2024, Nomura applied ASC 940 on a consolidated basis to all entities included within these consolidated financial statements. Effective from April 1, 2024, the Company and its consolidated subsidiaries that are not registered as a broker-dealer (“non-BD entities”) no longer apply ASC 940.

This accounting policy change is primarily due to a planned expansion of Nomura’s banking and investment management business and is therefore intended to allow certain non-BD entities to prospectively classify purchases of new non-trading debt securities as either held to maturity (“HTM”) or available for sale (“AFS”) as defined in ASC 320 “Investments — Debt Securities”. Non-trading debt securities classified as HTM are securities that a non-BD entity has both the ability and the intent to hold until maturity and are carried at amortized cost, while non-trading debt securities classified as AFS are carried at fair value with changes in fair value reported in the consolidated statements of comprehensive income, net of applicable income taxes within Other comprehensive income (loss) and in the consolidated balance sheets, net of applicable income taxes within Accumulated other comprehensive income (loss), a component of NHI shareholders’ equity.

As retrospective application of this accounting policy change is impracticable since it would require use of hindsight regarding historical accounting matters such as the initial classification of non-trading debt securities, Nomura has applied this new accounting policy prospectively from April 1, 2024.

As part of this accounting policy change, existing loans held for trading purposes and non-trading debt securities held by non-BD entities previously carried at fair value with changes in fair value recognized through earnings on a recurring basis (i.e FV-NI) through consolidated application of ASC 940 have been elected for the fair value option permitted by ASC 825 “Financial Instruments” on April 1, 2024 and therefore continue to be carried at fair value on a recurring basis from such date. A similar election has been made for subsequent new originations or purchases of loans held for trading purposes and for purchases of certain non-trading debt securities by non-BD entities on or after April 1, 2024. Such loans continue to be reported in the consolidated balance sheets within Trading assets with changes in fair value reported in the consolidated statements of income within Revenue — Net gain on trading. Similarly, non-trading debt securities elected for the fair value option continue to be reported in the consolidated balance sheets within Non-trading debt securities with changes in fair value reported in the consolidated statements of income within Revenue – Other.

Following this accounting policy change, fair value changes of non-trading debt securities purchased on or after April 1, 2024 and classified as HTM or AFS by non-BD entities are not recognized through earnings, unless an impairment loss is recognized.

– 12 –

(8) Notes to the Consolidated Financial Statements

Segment Information – Operating Segment

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”.