Exhibit 25.2
Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
| ☐ | Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305 (b)(2) |
CITIBANK, N.A.
(Exact name of Trustee as specified in its charter)
| A National Banking Association | 13-5266470 | |
| (Jurisdiction of incorporation or organization if not a U.S. national bank) |
(I.R.S. Employer Identification No. ) |
| 399 Park Avenue, | ||
| New York, New York | 10043 | |
| (Address of principal executive office) | (Zip Code) |
Citibank, N.A.
388 Greenwich Street, 14th floor
New York, N.Y. 10013
(212) 816-5805
(Name, address, and telephone number of agent for service)
NOMURA HOLDINGS, INC.
(Issuer with Respect to the Securities)
(Exact name of obligor as specified in its charter)
NOMURA HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
| Japan | None | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification no.) |
| 13-1, Nihonbashi 1-chome | ||
| Chuo-ku, Tokyo | ||
| Japan | 103-8645 | |
| (Address of principal executive offices) | (Zip Code) |
Dated Subordinated Debt Securities
(Title of Indenture Securities)
| Item 1. | General Information. |
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which it is subject.
| Name |
Address | |
| Comptroller of the Currency |
Washington, D.C. | |
| Federal Reserve Bank of New York |
New York, NY | |
| 33 Liberty Street |
||
| New York, NY |
||
| Federal Deposit Insurance Corporation |
Washington, D.C. | |
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
| Item 2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
| Items 3 -15. | Not Applicable. |
| Item 16. | List of Exhibits. |
List below all exhibits filed as a part of this Statement of Eligibility.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto.
| Exhibit 1 - |
Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 filed October 5, 2012 under File No. 333-183223). | |
| Exhibit 2 - |
Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577). | |
| Exhibit 3 - |
Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519) | |
| Exhibit 4 - |
Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 filed October 5, 2012 under File No. 333-183223). | |
| Exhibit 5 - |
Not applicable. | |
| Exhibit 6 - |
The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.) | |
| Exhibit 7 - |
Copy of the latest Report of Condition of Citibank, N.A. (as of December 31, 2024 — attached) | |
| Exhibit 8 - |
Not applicable. | |
| Exhibit 9 - |
Not applicable. | |
2
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 29th day of August, 2025.
| CITIBANK, N.A. | ||
| By |
/s/ Keri-anne Marshall | |
| Keri-anne Marshall | ||
| Senior Trust Officer | ||
3
Exhibit 7
| CONSOLIDATED BALANCE SHEET | Citigroup Inc. and Subsidiaries | |||
| December 31, | ||||||||
| In millions of dollars | 2024 | 2023 | ||||||
| Assets |
||||||||
| Cash and due from banks (including segregated cash and other deposits) |
$ | 22,782 | $ | 27,342 | ||||
| Deposits with banks, net of allowance |
253,750 | 233,590 | ||||||
| Securities borrowed and purchased under agreements to resell (including $140,855 and $206,059 as of December 31, 2024 and 2023, respectively, at fair value), net of allowance |
274,062 | 345,700 | ||||||
| Brokerage receivables, net of allowance |
50,841 | 53,915 | ||||||
| Trading account assets (including $193,291 and $197,156 pledged to creditors at December 31, 2024 and 2023, respectively) |
442,747 | 411,756 | ||||||
| Investments: |
||||||||
| Available-for-sale debt securities (including $5,389 and $11,868 pledged to creditors as of December 31, 2024 and 2023, respectively) |
226,876 | 256,936 | ||||||
| Held-to-maturity debt securities, net of allowance (fair value of which is $224,410 and $235,001 as of December 31, 2024 and 2023, respectively) (includes $0 and $71 pledged to creditors as of December 31, 2024 and 2023, respectively) |
242,382 | 254,247 | ||||||
| Equity securities (including $578 and $766 as of December 31, 2024 and 2023, respectively, at fair value) |
7,399 | 7,902 | ||||||
| Total investments |
$ | 476,657 | $ | 519,085 | ||||
| Loans: |
||||||||
| Consumer (including $281 and $313 as of December 31, 2024 and 2023, respectively, at fair value) |
393,102 | 389,197 | ||||||
| Corporate (including $7,759 and $7,281 as of December 31, 2024 and 2023, respectively, at fair value) |
301,386 | 300,165 | ||||||
| Loans, net of unearned income |
$ | 694,488 | $ | 689,362 | ||||
| Allowance for credit losses on loans (ACLL) |
(18,574 | ) | (18,145 | ) | ||||
| Total loans, net |
$ | 675,914 | $ | 671,217 | ||||
| Goodwill |
19,300 | 20,098 | ||||||
| Intangible assets (including MSRs of $760 and $691 as of December 31, 2024 and 2023, respectively) |
4,494 | 4,421 | ||||||
| Premises and equipment, net of depreciation and amortization |
30,192 | 28,747 | ||||||
| Other assets (including $13,703 and $12,290 as of December 31, 2024 and 2023, respectively, at fair value), net of allowance |
102,206 | 95,963 | ||||||
| Total assets |
$ | 2,352,945 | $ | 2,411,834 | ||||
Statement continues on the next page.
4
| CONSOLIDATED BALANCE SHEET (Continued) |
Citigroup Inc. and Subsidiaries |
| December 31, | ||||||||
| In millions of dollars, except shares and per share amounts | 2024 | 2023 | ||||||
| Liabilities |
||||||||
| Deposits (including $3,608 and $2,440 as of December 31, 2024 and 2023, respectively, at fair value) |
$ | 1,284,458 | $ | 1,308,681 | ||||
| Securities loaned and sold under agreements to repurchase (including $49,154 and $62,485 as of December 31, 2024 and 2023, respectively, at fair value) |
254,755 | 278,107 | ||||||
| Brokerage payables (including $5,207 and $4,321 as of December 31, 2024 and 2023, respectively, at fair value) |
66,601 | 63,539 | ||||||
| Trading account liabilities |
133,846 | 155,345 | ||||||
| Short-term borrowings (including $12,484 and $6,545 as of December 31, 2024 and 2023, respectively, at fair value) |
48,505 | 37,457 | ||||||
| Long-term debt (including $112,719 and $116,338 as of December 31, 2024 and 2023, respectively, at fair value) |
287,300 | 286,619 | ||||||
| Other liabilities, plus allowances |
68,114 | 75,835 | ||||||
| Total liabilities |
$ | 2,143,579 | $ | 2,205,583 | ||||
| Stockholders’ equity |
||||||||
| Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares: as of December 31, 2024—714,000 and as of December 31, 2023—704,000, at aggregate liquidation value |
$ | 17,850 | $ | 17,600 | ||||
| Common stock ($0.01 par value; authorized shares: 6 billion), issued shares: as of December 31, 2024—3,099,719,006 and as of December 31, 2023— 3,099,691,704 |
31 | 31 | ||||||
| Additional paid-in capital |
109,117 | 108,955 | ||||||
| Retained earnings |
206,294 | 198,905 | ||||||
| Treasury stock, at cost: December 31, 2024—1,222,647,540 shares and December 31, 2023—1,196,577,865 shares |
(76,842 | ) | (75,238 | ) | ||||
| Accumulated other comprehensive income (loss) (AOCI) |
(47,852 | ) | (44,800 | ) | ||||
| Total Citigroup stockholders’ equity |
$ | 208,598 | $ | 205,453 | ||||
| Noncontrolling interests |
768 | 798 | ||||||
| Total equity |
$ | 209,366 | $ | 206,251 | ||||
| Total liabilities and equity |
$ | 2,352,945 | $ | 2,411,834 | ||||
The Notes to the Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.
5