SEC Form 6-K filed by Nomura Holdings Inc ADR

4/25/25 6:10:03 AM ET

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6-K 1 d809327d6k.htm FORM 6-K Form 6-K

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


Exhibit Number

1.		Financial Summary – Year ended March 31, 2025.

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.


	NOMURA HOLDINGS, INC.

Date: April 25, 2025	By:	/s/ Yoshifumi Kishida
		Yoshifumi Kishida
		Senior Managing Director

Financial Summary for the Year Ended March 31, 2025 (U.S. GAAP)


Date:		April 25, 2025
Company name (code number):		Nomura Holdings, Inc. (8604)
Stock exchange listings:		(In Japan) Tokyo, Nagoya (Overseas) New York, Singapore
Representative:		Kentaro Okuda President and Group CEO, Nomura Holdings, Inc.
For inquiries:		Akihiro Koseki Managing Director, Head of Investor Relations, Nomura Holdings, Inc. Tel: (Country Code 81) 3-5255-1000 URL: https://www.nomura.com

1. Consolidated Operating Results

(1) Operating Results


	(Rounded to nearest million)
	(Millions of yen, except per share data)
	For the year ended March 31
	2024						2025
				% Change from March 31, 2023						% Change from March 31, 2024
Total revenue		4,157,294			67.2	%		4,736,743			13.9	%
Net revenue		1,562,000			17.0	%		1,892,485			21.2	%
Income before income taxes		273,850			83.2	%		471,964			72.3	%
Net income attributable to Nomura Holdings, Inc. (“NHI”) shareholders		165,863			78.8	%		340,736			105.4	%
Comprehensive income		320,792			13.3	%		333,836			4.1	%
Basic-Net income attributable to NHI shareholders per share (Yen)		54.97						115.30
Diluted-Net income attributable to NHI shareholders per share (Yen)		52.69						111.03
Return on shareholders’ equity		5.1	%					10.0	%
Income before income taxes to total assets		0.5	%					0.8	%
Income before income taxes divided by total revenue		6.6	%					10.0	%
Equity in earnings of affiliates		45,687						52,454

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

(2) Financial Position


	(Millions of yen, except per share data)
	At March 31
	2024			2025
Total assets		55,147,203			56,802,170
Total equity		3,448,513			3,580,999
Total NHI shareholders’ equity		3,350,189			3,470,879
Total NHI shareholders’ equity as a percentage of total assets		6.1	%		6.1	%
Total NHI shareholders’ equity per share (Yen)		1,127.72			1,174.10

(3) Cash Flows


	(Millions of yen)
	For the year ended March 31
	2024			2025
Net cash provided by (used in) operating activities		132,640			(678,611	)
Net cash used in investing activities		(887,938	)		(848,647	)
Net cash provided by financing activities		1,012,850			1,679,697
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of the year		4,299,022			4,425,441

2. Cash Dividends


	(Yen amounts, except total annual dividends)
	For the year ended March 31
	2024			2025
Dividends per share
Dividends record dates
At June 30		—			—
At September 30		8.00			23.00
At December 31		—			—
At March 31		15.00			34.00
For the year		23.00			57.00
Total annual dividends (Millions of yen)		68,682			168,498
Consolidated payout ratio		41.8	%		49.4	%
Consolidated dividends as a percentage of shareholders’ equity per share		2.1	%		5.0	%

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)


	At March 31
	2024		2025
Number of shares outstanding (including treasury stock)		3,163,562,601		3,163,562,601
Number of treasury stock		192,807,441		207,351,636

	For the year ended March 31
	2024		2025
Average number of shares outstanding		3,017,128,412		2,955,204,882

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

Table of Contents for the Accompanying Materials


1. Overview of Consolidated Operating Results			P. 2

(1) Overview of Consolidated Operating Results			P. 2
(2) Overview of Consolidated Financial Position			P. 4
(3) Overview of Cash Flows			P. 4

2. Considerations in the selection of accounting standards			P. 5

3. Consolidated Financial Statements			P. 5

(1) Consolidated Balance Sheets			P. 6
(2) Consolidated Statements of Income			P. 8
(3) Consolidated Statements of Comprehensive Income			P. 9
(4) Consolidated Statements of Changes in Equity			P.10
(5) Consolidated Statements of Cash Flows			P.11
(6) Note with respect to the Assumption as a Going Concern			P.12
(7) Changes in Accounting Policies			P.12
(8) Notes to the Consolidated Financial Statements			P.13
(9) Other Financial Information			P.16

4. Other Information			P.18

– 1 –

1.	Overview of Consolidated Operating Results

(1)

Overview of Consolidated Operating Results

Operating Results

U.S. GAAP


	Billions of yen						% Change
	For the year ended						(B-A)/(A)
	March 31, 2024 (A)			March 31, 2025 (B)			(B-A)/(A)
Net revenue		1,562.0			1,892.5			21.2
Non-interest expenses		1,288.2			1,420.5			10.3

Income (loss) before income taxes		273.9			472.0			72.3
Income tax expense		96.6			124.7			29.1

Net income (loss)		177.2			347.3			95.9

Less: Net income (loss) attributable to noncontrolling interests		11.4			6.5			(42.6	)

Net income (loss) attributable to NHI shareholders		165.9			340.7			105.4

Return on shareholders’ equity*		5.1	%		10.0	%		—

*	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 (“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


	Billions of yen				% Change
	For the year ended				(B-A)/(A)
	March 31, 2024 (A)		March 31, 2025 (B)		(B-A)/(A)
Net revenue		1,572.3		1,894.0		20.5
Non-interest expenses		1,288.2		1,420.5		10.3

Income (loss) before income taxes		284.2		473.5		66.6

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


	Billions of yen				% Change
	For the year ended				(B-A)/(A)
	March 31, 2024 (A)		March 31, 2025 (B)		(B-A)/(A)
Net revenue		402.4		451.5		12.2
Non-interest expenses		279.7		280.7		0.4

Income (loss) before income taxes		122.7		170.8		39.2

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


	Billions of yen				% Change
	For the year ended				(B-A)/(A)
	March 31, 2024 (A)		March 31, 2025 (B)		(B-A)/(A)
Net revenue		154.1		192.5		24.9
Non-interest expenses		93.9		102.9		9.5

Income (loss) before income taxes		60.2		89.6		48.8

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


	Billions of yen				% Change
	For the year ended				(B-A)/(A)
	March 31, 2024 (A)		March 31, 2025 (B)		(B-A)/(A)
Net revenue		866.1		1,057.9		22.1
Non-interest expenses		812.2		891.7		9.8

Income (loss) before income taxes		53.9		166.3		208.4

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


	Billions of yen				% Change
	For the year ended				(B-A)/(A)
	March 31, 2024 (A)		March 31, 2025 (B)		(B-A)/(A)
Net revenue		149.7		192.1		28.4
Non-interest expenses		102.3		145.2		42.0

Income (loss) before income taxes		47.4		46.9		(1.1)

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

(2)

Overview of Consolidated Financial Position

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.

(3)

Overview of Cash Flows

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 –

2.	Considerations in the selection of accounting standards

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.

3.	Consolidated Financial Statements

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


	Millions of yen
	March 31, 2024			March 31, 2025			Increase/ (Decrease)
ASSETS
Cash and cash deposits:
Cash and cash equivalents		4,239,359			4,424,462			185,103
Time deposits		545,842			642,388			96,546
Deposits with stock exchanges and other segregated cash		369,770			447,846			78,076

Total cash and cash deposits		5,154,971			5,514,696			359,725

Loans and receivables:
Loans receivable		5,469,195			6,025,008			555,813
Receivables from customers		453,937			410,722			(43,215	)
Receivables from other than customers		928,632			1,030,023			101,391
Allowance for credit losses		(18,047	)		(16,920	)		1,127

Total loans and receivables		6,833,717			7,448,833			615,116

Collateralized agreements:
Securities purchased under agreements to resell		15,621,132			14,004,757			(1,616,375	)
Securities borrowed		5,373,663			4,658,828			(714,835	)

Total collateralized agreements		20,994,795			18,663,585			(2,331,210	)

Trading assets and private equity and debt investments:
Trading assets*		19,539,742			22,372,339			2,832,597
Private equity and debt investments*		117,066			151,710			34,644

Total trading assets and private equity and debt investments		19,656,808			22,524,049			2,867,241

Other assets:
Office buildings, land, equipment and facilities (net of accumulated depreciation and amortization of ¥ 529,605 million as of March 31, 2024 and ¥ 546,117 million as of March 31, 2025)		448,785			436,454			(12,331	)
Non-trading debt securities*		335,401			485,290			149,889
Investments in equity securities*		105,088			98,401			(6,687	)
Investments in and advances to affiliated companies*		462,017			506,389			44,372
Other		1,155,621			1,124,473			(31,148	)

Total other assets		2,506,912			2,651,007			144,095

Total assets		55,147,203			56,802,170			1,654,967

^*	Including securities pledged as collateral

– 6 –


			Millions of yen
			March 31, 2024			March 31, 2025			Increase/ (Decrease)
LIABILITIES AND EQUITY
Short-term borrowings				1,054,717			1,117,292			62,575
Payables and deposits:
Payables to customers				1,310,825			1,377,222			66,397
Payables to other than customers				2,823,100			2,766,112			(56,988	)
Deposits received at banks				2,356,202			3,105,581			749,379

Total payables and deposits				6,490,127			7,248,915			758,788

Collateralized financing:
Securities sold under agreements to repurchase				16,870,303			16,287,758			(582,545	)
Securities loaned				2,133,066			1,964,682			(168,384	)
Other secured borrowings				393,206			393,420			214

Total collateralized financing				19,396,575			18,645,860			(750,715	)

Trading liabilities				10,890,610			11,378,828			488,218
Other liabilities				1,414,546			1,456,598			42,052
Long-term borrowings				12,452,115			13,373,678			921,563

Total liabilities				51,698,690			53,221,171			1,522,481

Equity
NHI shareholders’ equity:
Common stock
Authorized	-	6,000,000,000 shares
Issued	-	3,163,562,601 shares as of March 31, 2024 and
		3,163,562,601 shares as of March 31, 2025
Outstanding	-	2,970,755,160 shares as of March 31, 2024 and
		2,956,210,965 shares as of March 31, 2025		594,493			594,493			—
Additional paid-in capital				708,785			704,877			(3,908	)
Retained earnings				1,705,725			1,867,379			161,654
Accumulated other comprehensive income (loss)				459,984			447,808			(12,176	)

Total NHI shareholders’ equity before treasury stock				3,468,987			3,614,557			145,570
Common stock held in treasury, at cost -
192,807,441 shares as of March 31, 2024 and
207,351,636 shares as of March 31, 2025				(118,798	)		(143,678	)		(24,880	)

Total NHI shareholders’ equity				3,350,189			3,470,879			120,690

Noncontrolling interests				98,324			110,120			11,796

Total equity				3,448,513			3,580,999			132,486

Total liabilities and equity				55,147,203			56,802,170			1,654,967

– 7 –

(2) Consolidated Statements of Income


	Millions of yen				% Change
	For the year ended				(B-A)/(A)
	March 31, 2024(A)		March 31, 2025(B)		(B-A)/(A)
Revenue:
Commissions		364,095		407,011		11.8
Fees from investment banking		173,265		212,234		22.5
Asset management and portfolio service fees		310,154		378,196		21.9
Net gain on trading		491,611		580,099		18.0
Gain on private equity and debt investments		11,877		7,634		(35.7	)
Interest and dividends		2,620,856		2,927,861		11.7
Gain on investments in equity securities		9,612		444		(95.4	)
Other		175,824		223,264		27.0

Total revenue		4,157,294		4,736,743		13.9
Interest expense		2,595,294		2,844,258		9.6

Net revenue		1,562,000		1,892,485		21.2

Non-interest expenses:
Compensation and benefits		673,523		732,390		8.7
Commissions and floor brokerage		137,328		177,452		29.2
Information processing and communications		217,126		227,018		4.6
Occupancy and related depreciation		68,698		70,166		2.1
Business development expenses		24,236		27,055		11.6
Other		167,239		186,440		11.5

Total non-interest expenses		1,288,150		1,420,521		10.3

Income before income taxes		273,850		471,964		72.3
Income tax expense		96,630		124,709		29.1

Net income		177,220		347,255		95.9

Less: Net income attributable to noncontrolling interests		11,357		6,519		(42.6	)

Net income attributable to NHI shareholders		165,863		340,736		105.4

Per share of common stock:

	Yen				% Change
Basic-
Net income attributable to NHI shareholders per share		54.97		115.30		109.8

Diluted-
Net income attributable to NHI shareholders per share		52.69		111.03		110.7

– 8 –

(3) Consolidated Statements of Comprehensive Income


	Millions of yen						% Change
	For the year ended						(B-A)/(A)
	March 31, 2024(A)			March 31, 2025(B)			(B-A)/(A)
Net income		177,220			347,255			95.9
Other comprehensive income (loss):
Cumulative translation adjustments:
Cumulative translation adjustments		204,507			(35,768	)		—
Deferred income taxes		(1,161	)		(1,569	)		—

Total		203,346			(37,337	)		—

Defined benefit pension plans:
Pension liability adjustments		18,475			17,734			(4.0	)
Deferred income taxes		(5,813	)		(5,327	)		—

Total		12,662			12,407			(2.0	)

Non-trading debt securities:
Net unrealized loss on non-trading debt securities		—			(1,675	)		—
Deferred income taxes		—			528			—

Total		—			(1,147	)		—

Own credit adjustments:
Own credit adjustments		(91,001	)		20,636			—
Deferred income taxes		18,565			(7,978	)		—

Total		(72,436	)		12,658			—

Total other comprehensive income (loss)		143,572			(13,419	)		—

Comprehensive income		320,792			333,836			4.1
Less: Comprehensive income attributable to noncontrolling interests		13,399			5,276			(60.6	)

Comprehensive income attributable to NHI shareholders		307,393			328,560			6.9

– 9 –

(4) Consolidated Statements of Changes in Equity


	Millions of yen
	For the year ended
	March 31, 2024			March 31, 2025
Common stock
Balance at beginning of year		594,493			594,493

Balance at end of year		594,493			594,493

Additional paid-in capital
Balance at beginning of year		707,189			708,785
Stock-based compensation awards		1,609			(3,929	)
Changes in ownership interests in subsidiaries		—			36
Changes in an affiliated company’s interests		(13	)		(15	)

Balance at end of year		708,785			704,877

Retained earnings
Balance at beginning of year		1,647,005			1,705,725
Net income attributable to NHI shareholders		165,863			340,736
Cash dividends		(68,674	)		(168,477	)
Loss on disposal of treasury stock		(2,364	)		(10,605	)
Cancellation of treasury stock		(36,105	)		—

Balance at end of year		1,705,725			1,867,379

Accumulated other comprehensive income (loss)
Cumulative translation adjustments
Balance at beginning of year		242,767			444,071
Net change during the year		201,304			(36,094	)

Balance at end of year		444,071			407,977

Defined benefit pension plans
Balance at beginning of year		(32,174	)		(19,512	)
Pension liability adjustments		12,662			12,407

Balance at end of year		(19,512	)		(7,105	)

Non-trading debt securities
Balance at beginning of year		—			—
Net unrealized loss on non-trading debt securities		—			(1,147	)

Balance at end of year		—			(1,147	)

Own credit adjustments
Balance at beginning of year		107,861			35,425
Own credit adjustments		(72,436	)		12,658

Balance at end of year		35,425			48,083

Balance at end of year		459,984			447,808

Common stock held in treasury
Balance at beginning of year		(118,574	)		(118,798	)
Repurchases of common stock		(61,199	)		(58,835	)
Sales of common stock		0			0
Common stock issued to employees		24,870			33,955
Cancellation of treasury stock		36,105			—

Balance at end of year		(118,798	)		(143,678	)

Total NHI shareholders’ equity

Balance at end of year		3,350,189			3,470,879

Noncontrolling interests
Balance at beginning of year		75,575			98,324
Net change during the year		22,749			11,796

Balance at end of year		98,324			110,120

Total equity

Balance at end of year		3,448,513			3,580,999

– 10 –

(5) Consolidated Statements of Cash Flows


	Millions of yen
	For the year ended
	March 31, 2024			March 31, 2025
Cash flows from operating activities:
Net income		177,220			347,255
Adjustments to reconcile net income to Net cash provided by (used in) operating activities:
Depreciation and amortization		61,340			61,653
Provision for credit losses		13,910			(1,060	)
Gain on investments in equity securities		(9,612	)		(444	)
Gain on investments in subsidiaries and affiliates		(968	)		(205	)
Loss on disposal of office buildings, land, equipment and facilities		2,670			2,344
Changes in operating assets and liabilities:
Deposits with stock exchanges and other segregated cash		16,465			(144,542	)
Trading assets and private equity and debt investments		(386,474	)		(3,026,277	)
Trading liabilities		(411,843	)		574,231
Securities purchased under agreements to resell, net of securities sold under agreements to repurchase		290,843			1,108,828
Securities borrowed, net of securities loaned		(324,095	)		526,233
Margin loans and receivables		(276,058	)		(179,668	)
Payables		709,839			(16,725	)
Bonus accrual		26,480			26,496
Other, net		242,923			43,270

Net cash provided by (used in) operating activities		132,640			(678,611	)


Cash flows from investing activities:
Payments for placements of time deposits		(650,562	)		(679,945	)
Proceeds from redemption or maturity of time deposits		567,599			572,947
Payments for purchases of office buildings, land, equipment and facilities		(145,784	)		(189,971	)
Proceeds from sales of office buildings, land, equipment and facilities		111,954			131,078
Payments for purchases of equity investments		(14,716	)		(10,712	)
Proceeds from sales of equity investments		40,497			8,112
Net cash outflows from loans receivable at banks		(112,224	)		(129,829	)
Payments for purchases or origination of other non-trading loans		(4,286,507	)		(5,939,225	)
Proceeds from sales or repayments of other non-trading loans		3,606,974			5,530,064
Payments for purchases of available-for-sale debt securities		—			(113,702	)
Proceeds from sales of available-for-sale debt securities		—			4,982
Payments for purchases of other non-trading debt securities		(112,438	)		(179,032	)
Proceeds from sales or maturity of other non-trading debt securities		135,690			131,200
Acquisitions, net of cash acquired		(457	)		—
Divestures, net of cash disposed of		—			8,141
Payments for purchases of investments in affiliated companies		(29,778	)		(19,007	)
Proceeds from sales of investments in affiliated companies		900			10,098
Other, net		914			16,154

Net cash used in investing activities		(887,938	)		(848,647	)


Cash flows from financing activities:
Proceeds from issuances of long-term borrowings		3,064,698			4,334,376
Payments for repurchases or maturity of long-term borrowings		(2,101,758	)		(3,313,452	)
Proceeds from issuances of short-term borrowings		1,964,955			1,850,155
Payments for repurchases or maturity of short-term borrowings		(1,866,998	)		(1,876,894	)
Net cash inflows (outflows) from interbank money market borrowings		(88,288	)		130,455
Net cash inflows (outflows) from other secured borrowings		57,311			(23,560	)
Net cash inflows from deposits received at banks		107,532			785,385
Payments for withholding taxes on stock-based compensation		(12,669	)		(20,583	)
Proceeds from sales of common stock		953			1,412
Payments for repurchases of common stock		(61,029	)		(59,006	)
Payments for cash dividends		(60,164	)		(112,541	)
Contributions from noncontrolling interests		69,231			64,549
Distributions to noncontrolling interests		(60,924	)		(80,599	)

Net cash provided by financing activities		1,012,850			1,679,697

Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents		220,618			(26,020	)

Net increase in cash, cash equivalents, restricted cash and restricted cash equivalents		478,170			126,419
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of the year		3,820,852			4,299,022

Cash, cash equivalents, restricted cash and restricted cash equivalents at end of the year		4,299,022			4,425,441

– 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.


	Millions of yen						% Change
	For the year ended						(B-A)/(A)
	March 31, 2024 (A)			March 31, 2025 (B)			(B-A)/(A)
Net revenue

Business segment information:
Wealth Management		402,361			451,487			12.2
Investment Management		154,143			192,473			24.9
Wholesale		866,147			1,057,938			22.1

Subtotal		1,422,651			1,701,898			19.6
Other		149,690			192,136			28.4

Net revenue		1,572,341			1,894,034			20.5

Reconciliation items:
Unrealized gain (loss) on investments in equity securities held for operating purposes		(10,341	)		(1,549	)		—

Net revenue		1,562,000			1,892,485			21.2


Non-interest expenses

Business segment information:
Wealth Management		279,682			280,736			0.4
Investment Management		93,945			102,882			9.5
Wholesale		812,236			891,656			9.8

Subtotal		1,185,863			1,275,274			7.5
Other		102,287			145,247			42.0

Non-interest expenses		1,288,150			1,420,521			10.3

Reconciliation items:
Unrealized gain (loss) on investments in equity securities held for operating purposes		—			—			—

Non-interest expenses		1,288,150			1,420,521			10.3


Income (loss) before income taxes

Business segment information:
Wealth Management		122,679			170,751			39.2
Investment Management		60,198			89,591			48.8
Wholesale		53,911			166,282			208.4

Subtotal		236,788			426,624			80.2
Other*		47,403			46,889			(1.1	)

Income (loss) before income taxes		284,191			473,513			66.6

Reconciliation items:
Unrealized gain (loss) on investments in equity securities held for operating purposes		(10,341	)		(1,549	)		—

Income (loss) before income taxes		273,850			471,964			72.3

*	Major components

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”.


	Millions of yen						% Change
	For the year ended						(B-A)/(A)
	March 31, 2024 (A)			March 31, 2025 (B)			(B-A)/(A)
Net gain (loss) related to economic hedging transactions		2,021			(5,809	)		—
Realized gain (loss) on investments in equity securities held for operating purposes		21,027			1,475			(93.0	)
Equity in earnings of affiliates		46,420			51,221			10.3
Corporate items		(11,997	)		(5,884	)		—
Other		(10,068	)		5,886			—

Total		47,403			46,889			(1.1	)

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

– 13 –

Per share data

Shareholders’ equity per share is calculated based on the following number of shares.


Number of shares outstanding as of March 31, 2025			2,956,210,965

Net income attributable to NHI shareholders per share is calculated based on the following number of shares.


Average number of shares outstanding for the year ended March 31, 2025			2,955,204,882

Significant Subsequent Events

Acquisition of Asset Management Companies within the Macquarie Group

On April 22, 2025, Nomura entered into a share purchase agreement to acquire all equity interests in Macquarie Management Holdings, Inc., Macquarie Investment Management Holdings (Luxembourg) S.à.r.l., and Macquarie Investment Management Holdings (Austria) GmbH. The transfer of these interests is expected to be completed by the end of December 2025, subject to certain regulatory approvals, at which point these companies will become consolidated subsidiaries of Nomura.

This transaction will be accounted for as a business combination in accordance with ASC 805 “Business Combinations,” including the determination of goodwill. The acquisition consideration is expected to be approximately 1.8 billion U.S. dollar (approximately 257 billion yen based on an exchange rate of 1 U.S. dollar = 142.80 yen) in cash, and it is subject to certain adjustments based on measures such as assets under management, working capital and indebtedness of the acquired business as at the closing date. Nomura is currently conducting an analysis of the accounting treatment related to this business combination.

Once the acquisition is completed, Nomura plans to include the acquired business into the Investment Management reporting segment.

Nomura Subsidiary to Transfer Fixed Assets

On April 10, 2025, Nomura has sold its own land and buildings located in Takanawa 2-chome, Minato-ku, Tokyo, for effective utilization of its assets. As a result, a gain on sale of approximately 56 billion yen will be recorded in the consolidated financial statements for the first quarter of the fiscal year ending March 2026.

– 14 –

Share buyback Program

On April 25, 2025, the Board of Directors of the Company approved a resolution to set up a share buyback program, pursuant to the company’s articles of incorporation set out in accordance with Article 459-1 of the Companies Act of Japan.

(1)

Reasons

To use the acquired treasury stock to raise capital efficiency and ensure a flexible capital management policy, and to deliver as stock-based compensation.

(2)

Contents of Buyback

Type of stock to be purchased

Common Stock

Total number of stocks to be purchased

Upper limit of 100,000,000 shares (3.2% of outstanding shares)

Total amount of stocks

Maximum of 60,000 million yen

Term

May 15, 2025 to December 30, 2025

(Excluding the ten business days following the announcement of quarterly operating results)

Method

Purchase on the stock exchange via a trust bank

(The details of the trust agreement, including the timing to start the buyback, will be decided separately by a Representative Executive Officer or the CFO.)

Setting up a new Division

Nomura has set up a new Banking Division on April 1, 2025.

– 15 –

(9) Other Financial Information

Consolidated Statements of Income – Quarterly Comparatives


	Millions of yen																			% Change
	For the three months ended																			(B-A)/(A)
	June 30, 2023		September 30, 2023		December 31, 2023			March 31, 2024		June 30, 2024		September 30, 2024			December 31, 2024(A)		March 31, 2025(B)			(B-A)/(A)
Revenue:
Commissions		82,770		88,922		85,718			106,685		102,750		101,363			102,630		100,268			(2.3	)
Fees from investment banking		31,146		38,604		55,229			48,286		41,251		53,335			64,375		53,273			(17.2	)
Asset management and portfolio service fees		71,807		76,666		77,496			84,185		90,333		93,848			97,209		96,806			(0.4	)
Net gain on trading		115,563		116,613		125,069			134,366		131,994		147,711			142,013		158,381			11.5
Gain on private equity and debt investments		6,887		1,123		1,882			1,985		3,153		1,598			1,641		1,242			(24.3	)
Interest and dividends		549,651		658,458		686,300			726,447		788,550		762,958			745,459		630,894			(15.4	)
Gain (loss) on investments in equity securities		4,777		2,792		(3,350	)		5,393		1,442		(2,554	)		1,610		(54	)		—
Other		30,752		29,522		52,143			63,407		58,412		83,307			43,001		38,544			(10.4	)

Total revenue		893,353		1,012,700		1,080,487			1,170,754		1,217,885		1,241,566			1,197,938		1,079,354			(9.9	)
Interest expense		544,440		644,940		680,262			725,652		763,443		758,239			695,957		626,619			(10.0	)

Net revenue		348,913		367,760		400,225			445,102		454,442		483,327			501,981		452,735			(9.8	)

Non-interest expenses:
Compensation and benefits		158,673		167,138		170,629			177,083		184,510		184,671			190,888		172,321			(9.7	)
Commissions and floor brokerage		31,365		34,336		34,315			37,312		43,629		45,325			43,645		44,853			2.8
Information processing and communications		52,836		53,616		54,342			56,332		55,769		56,741			54,431		60,077			10.4
Occupancy and related depreciation		16,601		17,477		16,806			17,814		17,635		16,810			17,885		17,836			(0.3	)
Business development expenses		6,144		5,396		6,157			6,539		6,572		5,981			6,807		7,695			13.0
Other		36,984		33,062		39,265			57,928		43,396		40,789			50,046		52,209			4.3

Total non-interest expenses		302,603		311,025		321,514			353,008		351,511		350,317			363,702		354,991			(2.4	)

Income before income taxes		46,310		56,735		78,711			92,094		102,931		133,010			138,279		97,744			(29.3	)
Income tax expense		20,428		21,150		26,573			28,479		31,498		35,304			34,137		23,770			(30.4	)

Net income		25,882		35,585		52,138			63,615		71,433		97,706			104,142		73,974			(29.0	)

Less: Net income (loss) attributable to noncontrolling interests		2,551		353		1,588			6,865		2,495		(681	)		2,701		2,004			(25.8	)

Net income attributable to NHI shareholders		23,331		35,232		50,550			56,750		68,938		98,387			101,441		71,970			(29.1	)


	Yen																			% Change
Per share of common stock:
Basic-
Net income attributable to NHI shareholders per share		7.71		11.61		16.77			18.92		23.33		33.30			34.32		24.35			(29.1	)

Diluted-
Net income attributable to NHI shareholders per share		7.40		11.21		16.10			18.02		22.36		32.26			33.08		23.39			(29.3	)

– 16 –

Business Segment Information – Quarterly Comparatives

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


	Millions of yen																					% Change
	For the three months ended																					(B-A)/(A)
	June 30, 2023			September 30, 2023			December 31, 2023			March 31, 2024		June 30, 2024		September 30, 2024			December 31, 2024(A)		March 31, 2025(B)			(B-A)/(A)
Net revenue

Business segment information:
Wealth Management		92,050			98,932			102,625			108,754		113,963		116,704			116,282		104,538			(10.1	)
Investment Management		26,525			45,111			38,946			43,561		47,670		56,087			45,711		43,005			(5.9	)
Wholesale		190,850			204,087			216,996			254,214		244,846		263,381			290,523		259,188			(10.8	)

Subtotal		309,425			348,130			358,567			406,529		406,479		436,172			452,516		406,731			(10.1	)
Other		43,755			16,953			54,620			34,362		46,724		50,387			48,847		46,178			(5.5	)

Net revenue		353,180			365,083			413,187			440,891		453,203		486,559			501,363		452,909			(9.7	)

Reconciliation items:
Unrealized gain (loss) on investments in equity securities held for operating purposes		(4,267	)		2,677			(12,962	)		4,211		1,239		(3,232	)		618		(174	)		—

Net revenue		348,913			367,760			400,225			445,102		454,442		483,327			501,981		452,735			(9.8	)


Non-interest expenses

Business segment information:
Wealth Management		69,103			69,887			70,698			69,994		71,705		71,415			70,108		67,508			(3.7	)
Investment Management		22,898			21,896			23,350			25,801		24,491		24,152			26,773		27,466			2.6
Wholesale		188,749			195,823			194,026			233,638		223,725		218,087			228,162		221,682			(2.8	)

Subtotal		280,750			287,606			288,074			329,433		319,921		313,654			325,043		316,656			(2.6	)
Other		21,853			23,419			33,440			23,575		31,590		36,663			38,659		38,335			(0.8	)

Non-interest expenses		302,603			311,025			321,514			353,008		351,511		350,317			363,702		354,991			(2.4	)

Reconciliation items:
Unrealized gain (loss) on investments in equity securities held for operating purposes		—			—			—			—		—		—			—		—			—

Non-interest expenses		302,603			311,025			321,514			353,008		351,511		350,317			363,702		354,991			(2.4	)


Income (loss) before income taxes

Business segment information:
Wealth Management		22,947			29,045			31,927			38,760		42,258		45,289			46,174		37,030			(19.8	)
Investment Management		3,627			23,215			15,596			17,760		23,179		31,935			18,938		15,539			(17.9	)
Wholesale		2,101			8,264			22,970			20,576		21,121		45,294			62,361		37,506			(39.9	)

Subtotal		28,675			60,524			70,493			77,096		86,558		122,518			127,473		90,075			(29.3	)
Other*		21,902			(6,466	)		21,180			10,787		15,134		13,724			10,188		7,843			(23.0	)

Income (loss) before income taxes		50,577			54,058			91,673			87,883		101,692		136,242			137,661		97,918			(28.9	)

Reconciliation items:
Unrealized gain (loss) on investments in equity securities held for operating purposes		(4,267	)		2,677			(12,962	)		4,211		1,239		(3,232	)		618		(174	)		—

Income (loss) before income taxes		46,310			56,735			78,711			92,094		102,931		133,010			138,279		97,744			(29.3	)

*	Major components

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”.


	Millions of yen																								% Change
	For the three months ended																								(B-A)/(A)
	June 30, 2023			September 30, 2023			December 31, 2023			March 31, 2024			June 30, 2024			September 30, 2024			December 31, 2024(A)			March 31, 2025(B)			(B-A)/(A)
Net gain (loss) related to economic hedging transactions		3,394			(8,905	)		7,575			(43	)		(2,853	)		1,826			(7,014	)		2,232			—
Realized gain (loss) on investments in equity securities held for operating purposes		8,191			26			11,762			1,048			—			496			645			334			(48.2	)
Equity in earnings of affiliates		13,718			9,013			8,830			14,859			14,800			11,551			15,200			9,670			(36.4	)
Corporate items		1,942			1,380			(6,459	)		(8,860	)		5,519			(5,332	)		(954	)		(5,117	)		—
Other		(5,343	)		(7,980	)		(528	)		3,783			(2,332	)		5,183			2,311			724			(68.7	)

Total		21,902			(6,466	)		21,180			10,787			15,134			13,724			10,188			7,843			(23.0	)

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

– 17 –

4.	Other Information

Financial information for Nomura Securities Co., Ltd. can be found on the following URL.

https://www.nomuraholdings.com/company/group/nsc/pdf/2025_4q.pdf

– 18 –

Get the next $NMR alert in real time by email

Date	Rating	Analyst
10/22/2024	Neutral	BofA Securities
8/29/2024	Neutral	JP Morgan
1/25/2024	Neutral → Buy	BofA Securities
1/25/2023	Buy → Hold	Jefferies

SEC Form 6-K filed by Nomura Holdings Inc ADR

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