野村控股美股招股说明书(2026-05-21版)

Senior Global Medium-Term Notes, SeriesA Step-Down Autocallable Barrier Notes Linked to the Least Performing of the S&P 500®Index and the Russell 2000®Index due May18, 2028 Nomura America Finance, LLC is offering the step-down autocallable barrier notes linked to the least performing of the S&P 500®2000®Index (each, a “reference asset” and together, the “reference assets”) due May18, 2028 (the “notes”) described below. The notes are unsecured securities. Any payment on the notes is subject to our credit risk and that of the guarantor of the notes, Nomura Holdings,Inc.Callable annually at the principal amount plus the applicable call premium (10.91% per annum) on any call observation date on or after June1, 2027 if theclosing value of each reference asset is at or above its applicable call barrier level. You will not receive back any fees if notes are automatically called.If the notes are not called, there is full exposure to declines in the least performing reference asset, and you will lose all or a portion of your principalamount at maturity. The reference asset with the lowest reference asset performance is the “least performing reference asset.” Approximately a two year maturity, if not called prior to maturity. 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 pagePS-5of this pricing supplement, under “Risk Factors” beginning on page6 in theaccompanying prospectus, under “Additional Risk Factors Specific to the Notes” beginning on pagePS-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 $992.00 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 distribution agent, will purchase the notes from Nomura America Finance, LLC fordistribution to J.P. Morgan Securities LLC, which we refer to as JPMS LLC, and JPMorgan Chase Bank, N.A., which will act as placement agents for the notes.The placement agents will forego fees for sales to fiduciary accounts. The total fees represent the amount that the placement agents receive from sales to 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 use thispricing 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. NomuraMay18, 2026 ADDITIONAL INFORMATION You should read this pricing supplement together with the prospectus, dated July20, 2023 (the “prospectus”), and the product prospectus supplement, datedFebruary29, 2024 (the “product prospectus supplement”), relating to our Senior Global Medium-Term Notes, SeriesA, of which these notes are a part.In theevent of any conflict between the terms of this pricing supplement and the terms of the prospectus or the product prospectus supplement, the terms of 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 the Notes”in the accompanying product prospectus supplement, and under “Additional Risk Factors Specific to Your Notes” beginning on pagePS-5 of this pricing 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 supplement is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The You may access the prospectus and the product prospectus supplement on the SEC website at www.sec.gov as follows: Prospectus dated July20, 2023: https://www.sec.gov/Archives/edgar/data/1383951/0001104