Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-261756
The information in this preliminary prospectus supplement and the
accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction
where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED JULY 5, 2023
PRELIMINARY PROSPECTUS SUPPLEMENT
to Prospectus dated December 20, 2021.
$
$
% Senior Notes due 2028
$
% Senior Notes due 2033
Nomura Holdings, Inc., a joint stock corporation incorporated with limited
liability under the laws of Japan (Nomura Holdings, Inc. or the Issuer), will issue the above-listed senior notes (collectively, the Notes) pursuant to a senior debt indenture dated January 16, 2020 (the
Indenture). Nomura Securities International, Inc. and other broker-dealers may use this prospectus supplement and the accompanying prospectus in connection with market-making transactions in the Notes after their initial sale. The senior
fixed rate notes due , 2028 (the 5-year Notes) will bear interest at the rate of % per annum
payable semi-annually in arrears on and of each year, with the first interest payment to be made on
, 2024 and the last payment to be made on , 2028. The senior fixed rate notes due
, 2033 (the 10-year Notes) will bear interest at the rate of % per annum payable
semi-annually in arrears on and of each year, with the first interest payment to be made on
, 2024 and the last payment to be made on , 2033. Nomura Holdings, Inc. may at its option, subject to the
prior confirmation of the Financial Services Agency of Japan (the FSA) (if such confirmation is required under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the Financial Instruments and
Exchange Act) or any other applicable laws and regulations then in effect), call all, but not less than all, of the relevant series of the Notes for redemption, upon the occurrence of certain changes in Japanese tax law, subject to certain
conditions. See Description of Senior Debt SecuritiesOptional Tax Redemption in the accompanying prospectus. The Notes will not otherwise be redeemable by Nomura Holdings, Inc. prior to the stated maturity. The Notes will not be
subject to any sinking fund. Each series of the Notes will be represented by one or more global notes deposited with a custodian for and registered in the name of a nominee of The Depository Trust Company (DTC), as depositary. Beneficial
interests in the Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants, including Euroclear Bank SA/NV (Euroclear) and Clearstream Banking S.A.
(Clearstream). The Notes will be issued only in registered form in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof.
The Notes will be direct, unconditional, unsubordinated and unsecured obligations of Nomura Holdings, Inc. and rank pari passu and
without preference among themselves and with all other unsecured obligations, other than subordinated obligations of Nomura Holdings, Inc. (except for statutorily preferred exceptions) from time to time outstanding. Each series of the Notes is
intended to qualify as total loss-absorbing capacity (TLAC) debt under the TLAC regulations in Japan applicable to Nomura Holdings, Inc. See Risk FactorsRisks Relating to the NotesThe Notes will be structurally
subordinated to indebtedness and other liabilities of our subsidiaries, including Nomura Securities Co., Ltd. and Nomura Financial Products & Services, Inc. and other risk factors in relation to TLAC regulations in the same section of
this prospectus supplement.
Approval in-principle has been received for the listing and quotation
of the Notes on the Singapore Exchange Securities Trading Limited (the SGX-ST). The SGX-ST assumes no responsibility for the correctness of any of the
statements made, opinions expressed or reports contained herein. Approval in-principle for the listing and quotation of the Notes on the SGX-ST is not to be taken as an
indication of the merits of Nomura Holdings, Inc., its subsidiaries and associated companies or the Notes.
Investing in the Notes
involves risks. You should carefully consider the risk factors set forth in Item 3. Key InformationD. Risk Factors of our most recent annual report on Form 20-F filed with the U.S. Securities
and Exchange Commission (the SEC) and in the Risk Factors section beginning on page S-11 of this prospectus supplement before making any decision to
invest in the Notes.
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Per 5-year Note |
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Per 10-year Note |
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Total |
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Public offering price(1) |
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% |
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% |
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$ |
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Underwriting commissions(2) |
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% |
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% |
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$ |
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Proceeds, before expenses, to Nomura Holdings,
Inc.(1) |
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% |
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% |
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$ |
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(1) |
Plus accrued interest from , 2023, if
settlement occurs after that date. |
(2) |
For additional underwriting compensation information, see Underwriting (Conflicts of Interest).
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Neither the SEC nor any other regulatory body has approved or disapproved of the Notes or passed upon the accuracy or
adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The Notes offered
by this prospectus supplement and the accompanying prospectus are being offered by the underwriters, subject to prior sale, withdrawal, cancellation or modification of the offer without notice, to delivery to and acceptance by the underwriters and
to certain further conditions. It is expected that the Notes will be delivered in book-entry form only, on or about , 2023, through the facilities of DTC and its participants,
including Euroclear and Clearstream.
Joint Lead Managers and Joint Bookrunners
Prospectus Supplement dated , 2023.