NMR Nomura Holdings Inc

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 August 2023

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

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 Issues 7th and 8th Series of Unsecured Straight Bonds with No Negative Pledge or Other Financial Covenants

Tokyo, August 31, 2023—Nomura Holdings, Inc. today announced that it has determined the terms of its 7th and 8th series of unsecured straight bonds with no negative pledge or other financial covenants in the total principal amount of 50 billion yen. Terms of the issue are as outlined below.

Nomura is subject to the Japanese Total Loss-Absorbing Capacity (TLAC) standard. The bonds are expected to qualify as TLAC-eligible debt.

7th Series of Nomura Holdings, Inc. Unsecured Straight Bonds with no negative pledge or other financial covenants

The purpose of this press release is to make a general public announcement concerning the public offering for the 7th and 8th series of unsecured straight bonds (with no negative pledge or other financial covenants) outside the United States. This press release has not been prepared for the purpose of, and does not constitute, an offer of, or solicitation of an offer to buy or subscribe for, securities of Nomura Holdings, Inc. The above-referenced securities will not be or have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements thereunder.

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8th Series of Nomura Holdings, Inc. Unsecured Straight Bonds with no negative pledge or other financial covenants

The purpose of this press release is to make a general public announcement concerning the public offering for the 7th and 8th series of unsecured straight bond (with no negative pledge or other financial covenants) outside the United States. This press release has not been prepared for the purpose of, and does not constitute, an offer of, or solicitation of an offer to buy or subscribe for, securities of Nomura Holdings, Inc. The above-referenced securities will not be or have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements thereunder.

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For further information please contact:

Nomura

Nomura is a global financial services group with an integrated network spanning approximately 30 countries and regions. By connecting markets East & West, Nomura services the needs of individuals, institutions, corporates and governments through its three business divisions: Retail, Investment Management, and Wholesale (Global Markets and Investment Banking). Founded in 1925, the firm is built on a tradition of disciplined entrepreneurship, serving clients with creative solutions and considered thought leadership. For further information about Nomura, visit www.nomura.com.

The purpose of this press release is to make a general public announcement concerning the public offering for the 7th and 8th series of unsecured straight bond (with no negative pledge or other financial covenants) outside the United States. This press release has not been prepared for the purpose of, and does not constitute, an offer of, or solicitation of an offer to buy or subscribe for, securities of Nomura Holdings, Inc. The above-referenced securities will not be or have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements thereunder.

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