野村控股美股招股说明书(2026-05-22版)

SUBJECT TO COMPLETION. DATED MAY21, 2026 PRICING SUPPLEMENT TO THE PROSPECTUS DATED JULY 20, 2023 AND THE PRODUCT PROSPECTUS SUPPLEMENT DATEDFEBRUARY 29, 2024 US$Nomura America Finance, LLCSenior Global Medium-Term Notes, SeriesAFully and Unconditionally Guaranteed by Nomura Holdings,Inc. Step-Down Autocallable Buffered Notes Linked to the Least Performing of the S&P 500®Index, the Nasdaq-100 Index®the Dow Jones Industrial Average®due May25, 2028 Nomura America Finance, LLC is offering the step-down autocallable buffered notes linked to the least performing of the S&P 500® 100 Index®, the Russell 2000®Index and Dow Jones Industrial Average®(each, a “reference asset” and together, the “reference assets”) due May25, 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 (15.00% per annum) on any call observation date on or after June4, 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 and the least performing reference asset declines by more than 11.50%, you will receive protection from the first 11.50% of anylosses, with approximately 1.1299x exposure to each 1% decline beyond a reference asset performance of -11.50%. Under these circumstances you will lose up to 100% of your principal amount at 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 are set on the trade date (as determined by reference to pricing models used byNomura Securities International,Inc.) is expected to be between $950.30 and $980.30 per $1,000 principal amount, which is expected to be less than theprice to public. We expect delivery of the notes will be made against payment therefor on or about 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 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 toaccounts other than such fiduciary accounts. The placement agents will receive a fee from Nomura or one of our affiliates that will not exceed $15.00 per 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 thefinal pricing supplement in market-making transactions in the notes after their initial sale.Unless we or our agent informs the purchaser otherwise in the 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, 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 responsibili