野村控股美股招股说明书(2026-05-15版)

Senior Global Medium-Term Notes, Series A Autocallable Memory Coupon Barrier Notes Linked to the Least Performing of the State Street® ETF and the PowerShares QQQ TrustSM, Series 1 ETF due May 18, 2028Nomura America Finance, LLC is offering the autocallable memory coupon barrier notes linked to the least performing of the State Street® 500®ETF, the iShares®assets”) due May 18, 2027 (the “notes”) described below. The notes are unsecured securities. All payments on the notes are subject to our credit risk and that of the guarantor of the notes, Nomura Holdings, Inc.Semi-annual contingent coupon payments at a rate of 5.65% (equivalent to 11.30% per annum), payable if the closing value of each reference asset on theapplicable coupon observation date is greater than or equal to 70% of its initial value.If a contingent coupon is not paid on a coupon payment date, such contingent coupon will be paid on a later coupon payment date if the closing value ofeach reference asset is greater than or equal to 70% of its initial value.Callable semi-annually at the principal amount plus the applicable contingent coupon on any call observation date on or after November 13, 2026 if theclosing value of each reference asset is at or above its call barrier value. If the notes are not called and the least performing reference asset declines by more than 30%, there is full exposure to declines in the least performing Investing in the notes involves significant risks, including our and Nomura’s credit risk. You should carefully consider the risk factors under“Additional Risk Factors Specific to Your Notes” beginning on page PS-6of this pricing supplement, under “Risk Factors” beginning on page 6 in theaccompanying prospectus, under “Additional Risk Factors Specific to the Notes” beginning on page PS-18 of the accompanying product prospectus The estimated value of your notes at the time the terms of your notes were set on the trade date (as determined by reference to pricing models used byNomura Securities International, Inc.) is $980.90 per $1,000 principal amount, which is less than the price to public. Delivery of the notes will be made against payment therefor on the original issue date specified below. The notes will be our unsecured obligations. We are not a bank, and the notes will not constitute deposits insured by the U.S. Federal Deposit InsuranceCorporation or any other governmental agency or instrumentality. Nomura Securities International, Inc., an affiliate of ours acting as the distribution agent, will purchase the notes from us at the price to the public lessthe agent’s commission. The price to public, agent’s commission and proceeds to issuer listed above relate to the notes we sell initially. We may decide to selladditional notes after the trade date but prior to the original issue date, at a price to public, agent’s commission and proceeds to issuer that differ from theamounts set forth above, but the agent’s commission will not exceed the amount set forth above and the proceeds to issuer will not be less than the amount set We will use this pricing supplement in the initial sale of the notes. In addition, Nomura Securities International, Inc. or another of our affiliates may usethis pricing supplement in market-making transactions in the notes after their initial sale.Unless we or our agent informs the purchaser otherwise in theconfirmation of sale, this pricing supplement is being used in a market-making transaction. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed uponthe accuracy or adequacy of this pricing supplement. Any representation to the contrary is a criminal offense. NomuraMay 14, 2026 ADDITIONAL INFORMATION You should read this pricing supplement together with the prospectus, dated July 20, 2023 (the “prospectus”), and the product prospectus supplement,dated February 29, 2024 (the “product prospectus supplement”), relating to our Senior Global Medium-Term Notes, Series A, of which these notes are a part.In the event of any conflict between the terms of this pricing supplement and the terms of the prospectus or the product prospectus supplement, the This pricing supplement, together with the prospectus and the product prospectus supplement, contains the terms of the notes. You should carefullyconsider, among other things, the matters set forth under “Risk Factors” in the accompanying prospectus, under “Additional Risk Factors Specific to theNotes” in the accompanying product prospectus supplement, and under “Additional Risk Factors Specific to Your Notes” beginning on page PS-6 of this We have not authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference in thispricing supplement. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may provide. Thispricing suppl