FORM 6-K

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

Commission File Number: 1-15270

For the month of June 2026

NOMURA HOLDINGS, INC.

(Translation of registrant’s name into English)

13-1, Nihonbashi 1-chome

Chuo-ku, Tokyo 103-8645

Japan

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:

Form 20-F    X        Form 40-F     

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):     

 

 
 


Information furnished on this form:

EXHIBIT

 

Exhibit Number

1.    Capitalization and Indebtedness as of March 31, 2026

The registrant hereby incorporates Exhibit 1 to this report on Form 6-K by reference (i) in the prospectus that is part of the Registration Statement on Form F-3 (Registration No. 333-283915) of the registrant, originally filed with the SEC on December 19, 2024, as amended by Post-Effective Amendment No. 1 thereto, filed with the SEC on August 29, 2025 and (ii) in the prospectus that is part of the Registration Statement on Form F-3 (Registration No. 333-273353) of the registrant and of Nomura America Finance, LLC, filed with the SEC on July 20, 2023.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  NOMURA HOLDINGS, INC.

Date: June 22, 2026

 

By:

 

/s/ Akito Bato

    Akito Bato
    Senior Managing Director


CAPITALIZATION AND INDEBTEDNESS

The following table sets forth, on a U. S. GAAP basis, the consolidated capitalization and indebtedness of Nomura Holdings, Inc. (“Nomura” or “NHI”) as of March 31, 2026. There has been no material change in Nomura’s capitalization and indebtedness since March 31, 2026.

 

     Millions of yen  
     As of
March 31, 2026
 

Short-term borrowings

   ¥ 1,752,669  

Long-term borrowings

     15,544,956  

NHI shareholders’ equity:

  

Common stock

  

Authorized - 6,000,000,000 shares as of March 31, 2026

  

Issued - 3,088,562,601 shares as of March 31, 2026

  

Outstanding - 2,901,337,224 shares as of March 31, 2026

     594,493  

Additional paid-in capital

     706,261  

Retained earnings

     2,013,986  

Accumulated other comprehensive income

     548,221  
  

 

 

 

Total NHI shareholders’ equity before treasury stock

     3,862,961  

Common stock held in treasury, at cost - 187,225,377 shares as of March 31, 2026

     (155,093
  

 

 

 

Total NHI shareholders’ equity

     3,707,868  

Noncontrolling interests

     147,047  
  

 

 

 

Total equity

     3,854,915  
  

 

 

 

Total capitalization and indebtedness

   ¥ 21,152,540  
  

 

 

 
 

Nomura enters into various guarantee arrangements in the form of standby letters of credit and other guarantees with third parties. The amount of potential future payments under these guarantee contracts outstanding was ¥5,222,432 million as of March 31, 2026.

 

- 1 -