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  • The Estimated Value of Your Notes At the Time the Terms of Your Notes Were Set On the Trade Date (as Determined By Reference to Pricing Models Used By Nomura Securities International, Inc.) Is $956.70 Per $1,000 Principal Amount, Which Is Less Than the Price to Public. (new) — The issuer's own pricing model values the notes below the issue price, indicating investors pay a premium over estimated fair value at issuance.
  • If the Notes Are Not Called and the Final Value of the Reference Asset Is Less Than the Barrier Value, You Will Lose Up to 100% of the Principal Amount. (new) — The notes expose investors to full principal loss if the underlying stock falls below the barrier, a significant downside risk.
  • You May Not Receive Any Contingent Coupon Payments Over the Term of the Notes. (new) — Coupon payments are contingent on the reference asset's performance, and investors may receive no coupons at all.
  • The Notes Will Be Automatically Called If the Closing Value of the Reference Asset Is At or Above Its Call Barrier Level On Any Call Observation Date On or After February 22, 2027. (new) — The automatic call feature caps the upside for investors, as the notes may be redeemed early, limiting total return.
  • The Notes Will Not Be Listed On Any Securities Exchange, and There May Be Little or No Secondary Market For the Notes. (new) — Lack of listing and potential absence of a secondary market could make it difficult to sell the notes before maturity, increasing liquidity risk.
  • There Is No Direct Legal Authority As to the Proper Tax Treatment of the Notes, and Therefore Significant Aspects of the Tax Treatment of the Notes Are Uncertain As to Both the Timing and Character of Any Inclusion In Income In Respect of the Notes. (new) — Uncertain tax treatment may lead to unexpected tax consequences for investors, including potential withholding for non-U.S. holders.
  • The Distribution Agent Is Our Affiliate And, As Such, Has a “conflict of Interest” In This Offering Within the Meaning of Finra Rule 5121. (new) — The affiliate distribution agent creates a conflict of interest, which may affect the pricing and distribution of the notes.
NYSE: NMR NOMURA HOLDINGS INC 424B3

Nomura Holdings files 424B3 for structured notes linked to McDonald's stock, offering $1,000 principal amount per note

Filed September 14, 2026 · ~2 min read

Key Changes

  • high

    The notes are unsecured obligations of Nomura America Finance, LLC, guaranteed by Nomura Holdings, Inc., and are not FDIC insured.

    Risk Factors verify on EDGAR →
  • high

    Investors may lose up to 100% of principal if McDonald's stock closes below the barrier value of $188.39 (70% of initial value) at maturity.

    Risk Factors verify on EDGAR →
  • high

    Contingent coupon payments are not guaranteed; if the stock trades below the contingent coupon barrier on any observation date, no coupon is paid for that period.

    Risk Factors verify on EDGAR →

5 more material changes behind this preview — plus the full narrative summary, section-by-section diffs against the prior filing, and verbatim quotes with EDGAR citations.

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Figures/quotes linked to EDGAR · Narrative written by AI · Sep 14, 2026 · How we verify