Issuer Free Writing Prospectus
Filed by Nomura Holdings, Inc.
Pursuant to Rule 433
Registration Statement No. 333-283915
June 24, 2025
Nomura Holdings, Inc.
Pricing Term Sheet
$750,000,000 4.904% Senior Fixed Rate Notes due 2030
| Issuer: | Nomura Holdings, Inc. | |
| Type of Securities: | Senior unsecured fixed rate notes | |
| Principal Amount: | $750,000,000 | |
| Expected Security Ratings:* | Baa1 (Moody’s) / BBB+ (S&P) | |
| Trade Date: | June 24, 2025 | |
| Settlement Date: | July 1, 2025 (T+5) | |
| Issue Date: | July 1, 2025 | |
| Maturity Date: | July 1, 2030 | |
| Redemption: | The Notes will only be redeemable at the Issuer’s option, subject to prior confirmation of the Financial Services Agency of Japan (if such confirmation is required under applicable Japanese laws or regulations then in effect), upon the occurrence of certain changes in tax law. | |
| Interest Rate: | 4.904% per annum, payable semi-annually in arrears | |
| Interest Payment Dates: | January 1 and July 1 of each year, commencing on January 1, 2026, to and including the Maturity Date or, if redeemed early, the date fixed for such redemption, and payment will be made subject to the Business Day Convention. | |
| Interest Period: | The period from and including the immediately preceding Interest Payment Date to but excluding the relevant Interest Payment Date. The first Interest Period will begin on and include the Issue Date. | |
| Pricing Benchmark: | 4.000% due May 31, 2030 | |
| Benchmark Spot (Price/Yield): | 100-20 3/4 / 3.854% | |
| Spread to Benchmark: | 105 basis points | |
| Issue Price: | 100.000% of the principal amount | |
| Underwriting Commission: | 0.350% of the principal amount | |
| Day Count Convention: | 30/360 | |
| Business Day: | New York, London, Tokyo | |
| Business Day Convention: | Following, unadjusted | |
| Listing: | Singapore Exchange Securities Trading Limited | |
| Denominations: | $200,000 and integral multiples of $1,000 in excess thereof | |
| CUSIP: | 65535HBZ1 | |
| ISIN: | US65535HBZ10 | |
| Common Code: | 310453005 | |
| Joint Lead Managers and Joint Bookrunners:** | Nomura Securities International, Inc. BofA Securities, Inc. Citigroup Global Markets Inc. | |
| SMBC Nikko Securities America, Inc. BNP PARIBAS CaixaBank, S.A. Desjardins Securities Inc. ING Financial Markets LLC J.P. Morgan Securities LLC Lloyds Securities Inc. Société Générale TD Securities (USA) LLC | ||
| Co-Managers:** |
Bankinter S.A. China CITIC Bank International Limited Morgan Stanley & Co. LLC Santander US Capital Markets LLC Scotia Capital (USA) Inc. | |
| Pricing of Offering of Perpetual Subordinated Debt Securities: | Concurrently with the offering of the Securities, we priced our previously-announced offering of $1,000,000,000 aggregate principal amount of 7.000% Fixed Rate Resetting Perpetual Subordinated Debt Securities (the “Perpetual Subordinated Debt Securities”). Delivery of the Perpetual Subordinated Debt Securities is expected to occur concurrently with delivery of the Securities. No Perpetual Subordinated Debt Securities are being offered hereby. | |
Notes:
* Credit ratings are not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the relevant rating agencies.
** One or more of the underwriters may not be U.S.-registered broker-dealers. All sales of securities in the United States will be made by or through U.S.-registered broker-dealers, which may include affiliates of one or more of the underwriters.
The Issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement, the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC’s web site at https://www.sec.gov/. Alternatively, copies of the prospectus and the preliminary prospectus supplement relating to the securities offered in this offering may be obtained by contacting Nomura Securities International, Inc., 1-800-638-2268; BofA Securities, Inc., 1-800-294-1322; or Citigroup Global Markets Inc., 1-800-831-9146.
No EEA or UK PRIIPs KID – No EEA or UK PRIIPs key information document (KID) has been prepared as not available to retail in the EEA or the UK. See “Prohibition of Sales to EEA Retail Investors” and “Prohibition of Sales to UK Retail Investors” in the preliminary prospectus supplement.
June 24, 2025
Nomura Holdings, Inc.
Pricing Term Sheet
$500,000,000 5.491% Senior Fixed Rate Notes due 2035
| Issuer: | Nomura Holdings, Inc. | |
| Type of Securities: | Senior unsecured fixed rate notes | |
| Principal Amount: | $500,000,000 | |
| Expected Security Ratings:* | Baa1 (Moody’s) / BBB+ (S&P) | |
| Trade Date: |
June 24, 2025 | |
| Settlement Date: | July 1, 2025 (T+5) | |
| Issue Date: | July 1, 2025 | |
| Maturity Date: | June 29, 2035 | |
| Redemption: | The Notes will only be redeemable at the Issuer’s option, subject to prior confirmation of the Financial Services Agency of Japan (if such confirmation is required under applicable Japanese laws or regulations then in effect), upon the occurrence of certain changes in tax law. | |
| Interest Rate: | 5.491% per annum, payable semi-annually in arrears | |
| Interest Payment Dates: | June 29 and December 29 of each year, commencing on December 29, 2025 (short first coupon), to and including the Maturity Date or, if redeemed early, the date fixed for such redemption, and payment will be made subject to the Business Day Convention. | |
| Interest Period: | The period from and including the immediately preceding Interest Payment Date to but excluding the relevant Interest Payment Date. The first Interest Period will begin on and include the Issue Date. | |
| Pricing Benchmark: | 4.250% due May 15, 2035 | |
| Benchmark Spot (Price/Yield): | 99-21+ / 4.291% | |
| Spread to Benchmark: | 120 basis points | |
| Issue Price: | 100.000% of the principal amount | |
| Underwriting Commission: | 0.450% of the principal amount | |
| Day Count Convention: | 30/360 | |
| Business Day: | New York, London, Tokyo | |
| Business Day Convention: | Following, unadjusted | |
| Listing: | Singapore Exchange Securities Trading Limited | |
| Denominations: | $200,000 and integral multiples of $1,000 in excess thereof | |
| CUSIP: | 65535HCB3 | |
| ISIN: | US65535HCB33 | |
| Common Code: | 310453021 | |
| Joint Lead Managers and Joint Bookrunners:** | Nomura Securities International, Inc. BofA Securities, Inc. Citigroup Global Markets Inc. | |
| SMBC Nikko Securities America, Inc. BNP PARIBAS CaixaBank, S.A. Desjardins Securities Inc. ING Financial Markets LLC J.P. Morgan Securities LLC Lloyds Securities Inc. Société Générale TD Securities (USA) LLC | ||
| Co-Managers:** | Bankinter S.A. China CITIC Bank International Limited Morgan Stanley & Co. LLC Santander US Capital Markets LLC Scotia Capital (USA) Inc. | |
| Pricing of Offering of Perpetual Subordinated Debt Securities: | Concurrently with the offering of the Securities, we priced our previously-announced offering of $1,000,000,000 aggregate principal amount of 7.000% Fixed Rate Resetting Perpetual Subordinated Debt Securities (the “Perpetual Subordinated Debt Securities”). Delivery of the Perpetual Subordinated Debt Securities is expected to occur concurrently with delivery of the Securities. No Perpetual Subordinated Debt Securities are being offered hereby. | |
Notes:
* Credit ratings are not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the relevant rating agencies.
** One or more of the underwriters may not be U.S.-registered broker-dealers. All sales of securities in the United States will be made by or through U.S.-registered broker-dealers, which may include affiliates of one or more of the underwriters.
The Issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement, the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC’s web site at https://www.sec.gov/. Alternatively, copies of the prospectus and the preliminary prospectus supplement relating to the securities offered in this offering may be obtained by contacting Nomura Securities International, Inc., 1-800-638-2268; BofA Securities, Inc., 1-800-294-1322; or Citigroup Global Markets Inc., 1-800-831-9146.
No EEA or UK PRIIPs KID – No EEA or UK PRIIPs key information document (KID) has been prepared as not available to retail in the EEA or the UK. See “Prohibition of Sales to EEA Retail Investors” and “Prohibition of Sales to UK Retail Investors” in the preliminary prospectus supplement.
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