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NMR 424B2: Shelf registration

Filed with the SEC on · accession 0001104659-26-124097

NMR filed a 424B2 (prospectus (offering)) with the SEC on Nov 9, 2026. Nomura America Finance, LLC priced an offering of autocallable memory coupon barrier notes due May 17, 2028, linked to the least performing of SPY and QQQ, fully guaranteed by Nomura Holdings, Inc. The notes pay a quarterly contingent coupon of at least 2.7125% (10.85% per annum) and are callable… The stock moved +2.1% by the first close after the filing.

Summary of the filing

Nomura America Finance, LLC priced an offering of autocallable memory coupon barrier notes due May 17, 2028, linked to the least performing of SPY and QQQ, fully guaranteed by Nomura Holdings, Inc. The notes pay a quarterly contingent coupon of at least 2.7125% (10.85% per annum) and are callable quarterly beginning February 2027.

For details, click here →How to read a 424B2 →

Key details

Principal amount of notes offered$0
Price to public per note$1K
Agent's commission per note (up to)$15
Proceeds to issuer per note (at least)$985
Estimated value per $1,000 principal amount (low end)$950
Estimated value per $1,000 principal amount (high end)$980
Quarterly contingent coupon per $1,000 principal amount (at least)$27
IssuerNomura America Finance, LLC
GuarantorNomura Holdings, Inc.
Distribution agentCitigroup Global Markets Inc.
Affiliate, calculation/pricing agentNomura Securities International, Inc.

How NMR stock reacted

Close before

$9.42

Nov 6, 2026

First close after

+2.12%

$9.62

5 trading days

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Since filing

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Frequently asked questions

What did NMR file with the SEC on Nov 9, 2026?

NMR filed a 424B2 (Shelf registration). Nomura America Finance, LLC priced an offering of autocallable memory coupon barrier notes due May 17, 2028, linked to the least performing of SPY and QQQ, fully guaranteed by Nomura Holdings, Inc. The notes pay a quarterly contingent coupon of at least 2.7125% (10.85% per annum) and are callable quarterly beginning February 2027.

What does a shelf registration mean for NMR stock?

New shares dilute existing holders and are often sold at a discount to the market price.

How do I read a 424B2?

The final terms of an offering of shares or bonds. Look at price, number of shares and the discount to the market price. Large offerings dilute existing shareholders.

Why are SEC filings important?

Public companies must tell the SEC about anything that can change their value — results, leadership changes, big deals, new shares, bankruptcy. Filings are the official source, often before the news. A 424B2 (prospectus (offering)): The final terms of an offering of shares or bonds.

How did NMR stock react to this filing?

NMR closed at $9.42 before the filing and $9.62 on Nov 9, 2026 (+2.12%).

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