The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

Filed Pursuant to Rule 424(b)(2)

Registration Statement Nos. 333-297506

 333-297506-01

 

SUBJECT TO COMPLETION. DATED AUGUST 6, 2026.

 

PRICING SUPPLEMENT TO THE PROSPECTUS DATED JULY 16, 2026 AND THE PRODUCT PROSPECTUS SUPPLEMENT DATED JULY 16, 2026

 

 

US$
Nomura America Finance, LLC
Senior Global Medium-Term Notes, Series A
Fully and Unconditionally Guaranteed by Nomura Holdings, Inc.

 

4.70% Issuer Redeemable Notes due August 18, 2028

 

·Nomura America Finance, LLC is offering the 4.70% issuer redeemable notes due August 18, 2028 (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.

 

·The notes will not be listed on any securities exchange.

 

·The notes are not ordinary debt securities, and you should carefully consider whether the notes are suited to your particular circumstances.

 

TERMS OF THE NOTES
Issuer: Nomura America Finance, LLC (“we” or “us”)
Guarantor: Nomura Holdings, Inc. (“Nomura”)
Principal Amount: US$
Type of Note: Fixed rate
Trade Date: August 13, 2026
Original Issue Date: August 18, 2026 (expected to be the third scheduled business day after the trade date)
Maturity Date: August 18, 2028
Issuer Redemption: The Issuer may, having given not less than two business days of notice to the noteholders, redeem the notes at its option in whole (and not in part) at the principal amount plus accrued and unpaid interest (the “redemption amount”), on the optional redemption date. In order to redeem the notes, the Issuer or the Calculation Agent will distribute written notice to The Depository Trust Company (“DTC”) of the Issuer’s intent to redeem the notes on or prior to the Optional Redemption Date. Neither the Issuer nor the Calculation Agent will have any independent obligation to notify you directly and you should expect to receive such notifications from your broker.
Optional Redemption Date: August 18, 2027
Payment at Maturity: Unless redeemed, you will receive the principal amount of your notes plus the final interest payment.
Interest Rate: 4.70% per annum, paid annually in arrears

 

Investing in the notes involves certain 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-4 of this pricing supplement, “Additional Risk Factors Specific to the Notes” in the accompanying prospectus supplement, “Risk Factors” beginning on page 6 in the accompanying prospectus, and any risk factors incorporated by reference into the accompanying prospectus before you invest in the notes.

 

We expect delivery of the notes will be made against payment therefor on or about the original issue date specified above.

 

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 Insurance Corporation or any other governmental agency or instrumentality.

 

  Price to Public Agent’s Commission Proceeds to Issuer
Per Note 100.00% Up to 0.20% At least 99.80%
Total $ $ $

 

Citigroup Global Markets Inc., acting as the distribution agent, will purchase the notes from us at the price to the public less the 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 sell additional 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 the amounts 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 forth above. Certain dealers who purchase the notes for sale to certain fee-based advisory accounts may forgo some or all of their selling concessions, fees or commissions. See “Supplemental Plan of Distribution” herein.

 

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 this pricing supplement in market-making transactions in the notes after their initial sale. Unless we inform or our agent informs the purchaser otherwise in the confirmation 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 upon the accuracy or adequacy of this pricing supplement. Any representation to the contrary is a criminal offense.

 

Citigroup

 

August   , 2026

 

 

 

 

TERMS OF THE NOTES (Continued)

 

Interest Payment:

On each interest payment date or, if the notes are redeemed pursuant to the Issuer’s redemption right, on the optional redemption date, an interest payment, calculated on the day count basis specified below, will be paid on each note. Each interest payment will be an amount equal to the product of (i) the principal amount of the note multiplied by (ii) the interest rate multiplied by (iii) the applicable day count fraction (determined in accordance with the day count basis).

Interest Payment Dates: August 18, 2027 and the maturity date.
Business Day: Any day (other than a Saturday or Sunday) on which banks located in London and the City of New York are open for general business (including settling payments and dealings in foreign exchange and foreign currency deposits).
Business Day Convention: If any interest payment date is not a business day, we will pay interest on the next business day, but interest on that payment will not accrue during the period from and after the interest payment date. If the maturity date or optional redemption date is not a business day, we may pay interest and principal on the next succeeding business day, but interest on that payment will not accrue during the period from and after the maturity date or optional redemption date.
Day Count Basis: 30/360
Regular Record Date: The business day preceding the related interest payment date
Denominations: $1,000 and integral multiples thereof
Defeasance: Not applicable
Program: Senior Global Medium-Term Notes, Series A
CUSIP No.: 65540NAA7
ISIN No.: US65540NAA72
Currency: U.S. dollars
Calculation Agent: Nomura Securities International, Inc.
Trustee, Paying Agent and Transfer Agent: Deutsche Bank Trust Company Americas
Clearance and Settlement: DTC (including through its indirect participants Euroclear and Clearstream, as described under “Legal Ownership and Book-Entry Issuance” in the accompanying prospectus)
Minimum Initial Investment Amount: $1,000 (one note)
Distribution Agent: Citigroup Global Markets Inc.

 

The trade date and the other dates set forth above are subject to change and will be set forth in the final pricing supplement relating to the notes.

 

PS-2

 

 

ADDITIONAL INFORMATION

 

You should read this pricing supplement together with the prospectus dated July 16, 2026 (the “prospectus”) and the product prospectus supplement, dated July 16, 2026 (the “product prospectus supplement”), each 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 terms of this pricing supplement will control.

 

This pricing supplement, together with the prospectus and the product prospectus supplement, contains the terms of the notes. You should carefully consider, 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 page PS-4 of this pricing supplement. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the notes.

 

We have not authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference in this pricing supplement. We take no responsibility for and can provide no assurance as to the reliability of, any other information that others may provide. This pricing 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 information contained in this pricing supplement is current only as of its date.

 

You may access the prospectus and the product prospectus supplement on the Securities and Exchange Commission (“SEC”) website at www.sec.gov as follows:

 

·Prospectus dated July 16, 2026:

 

https://www.sec.gov/Archives/edgar/data/1383951/000110465926084292/tm2619954-3_424b3.htm

 

·Product Prospectus Supplement dated July 16, 2026:

 

https://www.sec.gov/Archives/edgar/data/1163653/000110465926084318/tm2619530d3_424b3.htm

 

PS-3

 

 

ADDITIONAL RISK FACTORS SPECIFIC TO YOUR NOTES

 

An investment in the notes is subject to the risks described below, as well as the risks described under “Risk Factors” in the accompanying prospectus and “Additional Risk Factors Specific to the Notes” in the accompanying prospectus supplement. You should carefully consider whether the notes are suited to your particular circumstances. The notes are not secured debt.

 

Please note that in this section entitled “Additional Risk Factors Specific to Your Notes,” references to “holders” mean those who own notes registered in their own names, on the books that we, Nomura or the trustee maintain for this purpose, and not those who own beneficial interests in notes registered in street name or in notes issued in book-entry form through DTC or another depositary. Owners of beneficial interests in the notes should read the section entitled “Legal Ownership and Book-Entry Issuance” in the accompanying prospectus.

 

We urge you to read all of the following information about some of the risks associated with the notes, together with the other information in this pricing supplement before investing in the notes.

 

You Are Subject to Nomura’s Credit Risk, and the Value of Your Notes May Be Adversely Affected by Negative Changes in the Market’s Perception of Nomura’s Creditworthiness

 

By purchasing the notes, you are making, in part, a decision about Nomura’s ability to pay you the amounts you are owed pursuant to the terms of your notes. Substantially all of our assets consist of loans to and other receivables from Nomura and its subsidiaries. Our obligations under your notes are guaranteed by Nomura. Therefore, as a practical matter, our ability to pay you amounts we owe on the notes is directly or indirectly linked solely to Nomura’s creditworthiness. In addition, the market’s perception of Nomura’s creditworthiness generally will directly impact the value of your notes. If Nomura becomes or is perceived as becoming less creditworthy following your purchase of notes, you should expect that the notes will decline in value in the secondary market, perhaps substantially. If you sell your notes in the secondary market in such an environment, you may incur a substantial loss.

 

Because Nomura Is a Holding Company, Your Right to Receive Payments on Nomura’s Guarantee of the Notes Is Subordinated to the Liabilities of Nomura’s Other Subsidiaries

 

The ability of Nomura to make payments, as guarantor, on the notes, depends upon Nomura’s receipt of dividends, loan payments and other funds from subsidiaries. In addition, if any of Nomura’s subsidiaries becomes insolvent, the direct creditors of that subsidiary will have a prior claim on its assets, and Nomura’s rights and the rights of Nomura’s creditors, including your rights as an owner of the notes, will be subject to that prior claim.

 

Nomura’s subsidiaries are subject to various laws and regulations that may restrict Nomura’s ability to receive dividends, loan payments and other funds from subsidiaries. In particular, many of Nomura’s subsidiaries, including its broker-dealer subsidiaries, are subject to laws and regulations, including regulatory capital requirements, that authorize regulatory bodies to block or reduce the flow of funds to the parent holding company, or that prohibit such transfers altogether in certain circumstances. For example, Nomura Securities Co., Ltd., Nomura Securities International, Inc., Nomura International plc and Nomura International (Hong Kong) Limited, Nomura’s main broker-dealer subsidiaries, are subject to regulatory capital requirements that could limit the transfer of funds to Nomura. These laws and regulations may hinder Nomura’s ability to access funds needed to make payments on Nomura’s obligations.

 

The Market Value of Your Notes May Be Influenced by Many Unpredictable Factors

 

In addition to our and Nomura’s creditworthiness, a number of other economic and market factors will influence the value of the notes. The following factors, which are beyond our control, may influence the market value of your notes:

 

·supply and demand for the notes, including inventory positions with Nomura Securities International, Inc. or any other market-maker;

 

·the time to maturity of the notes;

 

·interest and yield rates in the market generally and expectations about future interest and yield rates; and

 

·economic, financial, political, regulatory or judicial events that affect the debt markets generally.

 

Each of these factors may influence the market value of your notes if you sell your notes before maturity. If you sell your notes prior to maturity, you may receive less than the principal amount of your notes.

 

There Are No Prior Markets for the Notes and if Markets Develop, They May Not Be Liquid.

 

There can be no assurance that any liquid markets for the notes will ever develop or be maintained. Nomura Securities International, Inc. and other affiliates of ours currently intend to make a market for the notes, although they are not required to do so. Nomura Securities International, Inc. or any other affiliate of ours may stop any such market-making activities at any time. Even if a secondary market for the notes develops, it may not provide significant liquidity and the notes may not

 

PS-4

 

 

trade at prices advantageous to you. We expect that transaction costs in any secondary market would be high. As a result, the difference between bid and ask prices for your notes in any secondary market could be substantial.

 

Furthermore, if you sell your notes, you will likely be charged a commission for secondary market transactions, or the price will likely reflect a dealer discount.

 

If you sell your notes before the maturity date, you may have to do so at a substantial discount from the issue price and as a result you may suffer substantial losses.

 

The Notes May Be Redeemed Prior to The Maturity Date.

 

If the notes are redeemed early, the holding period following which you may receive the redemption amount could be as little as approximately one year. There is no guarantee that you would be able to reinvest the proceeds from an investment in the notes at a comparable return for a similar level of risk in the event the notes are redeemed prior to the maturity date. Conversely, the note may not be redeemed early by the issuer in cases where market conditions have led to a decline in the value of the notes.

 

There May Not Be an Active Trading Market for the Notes—Sales in the Secondary Market May Result in Significant Losses.

 

The notes will not be listed on any securities exchange, and there may be little or no secondary market for the notes. Nomura Securities International, Inc. and other affiliates of ours currently intend to make a market for the notes, although they are not required to do so. Nomura Securities International, Inc. or any other affiliate of ours may stop any such market-making activities at any time. Even if a secondary market for the notes develops, it may not provide significant liquidity and the notes may not trade at prices advantageous to you. We expect that transaction costs in any secondary market would be high. As a result, the difference between bid and ask prices for your notes in any secondary market could be substantial.

 

Furthermore, if you sell your notes, you will likely be charged a commission for secondary market transactions, or the price will likely reflect a dealer discount.

 

If you sell your notes before the maturity date, you may have to do so at a substantial discount from the issue price and as a result you may suffer substantial losses.

 

Tax Risks

 

The Tax Treatment of the Notes Is Uncertain.

 

Significant aspects of the tax treatment of the notes are uncertain. You should consult your tax advisor about your own tax situation. See “U.S. Federal Income Tax Considerations” in the prospectus and “U.S. Federal Income Tax Considerations” in this pricing supplement.

 

PS-5

 

 

U.S. FEDERAL INCOME TAX CONSIDERATIONS

 

See the section “U.S. Federal Income Tax Considerations” in the accompanying prospectus, subject to the limitations and exceptions set forth therein, for a discussion summarizing certain U.S. federal income tax consequences of the acquisition, ownership and disposition of the notes. For purposes of that discussion, the notes should be treated as Fixed Rate Notes.

 

You should consult your own tax advisor concerning the U.S. federal income tax consequences to you of acquiring, owning, and disposing of the notes, as well as any tax consequences arising under the laws of any state, local, foreign, or other tax jurisdiction and the possible effects of changes in U.S. federal or other tax laws.

 

PS-6

 

 

SUPPLEMENTAL PLAN OF DISTRIBUTION

 

We will agree to sell to Citigroup Global Markets Inc. (the “distribution agent”), and the distribution agent will agree to purchase from us, the aggregate principal amount of the notes specified on the front cover of the final pricing supplement. The distribution agent will agree to purchase the notes from us at a price of at least 99.80% of the principal amount. The distribution agent’s commission will be up to 0.20%. The distribution agent will offer the notes to which this pricing supplement relates to the public at the price to public set forth on the front cover of the final pricing supplement. If all of the notes are not sold at the original issue price, the distribution agent may change the offering price and the other selling terms. Certain dealers who purchase the notes for sale to certain fee-based advisory accounts may forgo some or all of their selling concessions, fees or commissions.

 

To the extent the distribution agent resells notes to a broker or dealer less a concession equal to the entire underwriting discount, such broker or dealer may be deemed to be an “underwriter” of the notes as such term is defined in the Securities Act of 1933, as amended. If the distribution agent is unable to sell all the notes at the public offering price, the distribution agent proposes to offer the notes from time to time for sale in negotiated transactions or otherwise, at prices to be determined at the time of sale.

 

In the future, the distribution agent may repurchase and resell the notes in market-making transactions. For more information about the plan of distribution, the distribution agreement and possible market-making activities, see “Plan of Distribution (Conflicts of Interest)” in the accompanying prospectus.

 

The distribution agent and/or its affiliates have performed, and in the future may provide, investment banking and advisory services for us from time to time for which they have received, and expect to receive, customary fees and commissions. The distribution agent and its affiliates may, from time to time, engage in transactions with, and perform services for, us in the ordinary course of business.

 

PS-7


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