NMR Nomura Holdings Inc

As filed with the Securities and Exchange Commission on May 23, 2024

Registration Statement No. 333-221128

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2 TO

FORM S-8

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

NOMURA HORUDINGUSU KABUSHIKI KAISHA

(Exact Name of Registrant as Specified in Its Charter)

NOMURA HOLDINGS, INC.

(Translation of Registrant’s name into English)

13-1, Nihonbashi 1-chome

Chuo-ku, Tokyo, 103-8645

Japan

(81-3-5255-1000)

(Address of Principal Executive Offices)

Stock Acquisition Rights (No. 74) of Nomura Holdings, Inc.

Stock Acquisition Rights (No. 75) of Nomura Holdings, Inc.

Stock Acquisition Rights (No. 76) of Nomura Holdings, Inc.

Stock Acquisition Rights (No. 82) of Nomura Holdings, Inc.

Stock Acquisition Rights (No. 83) of Nomura Holdings, Inc.

(Full Title of the Plan)

Nomura Securities International, Inc.

Worldwide Plaza, 309 West 49^th Street

New York, New York 10019-7316

(Name and Address of Agent for Service)

(212-667-9000)

(Telephone Number of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

EXPLANATORY NOTE

Nomura Holdings, Inc. (the “Registrant”) is hereby filing this Post-Effective Amendment No. 2 (this “Amendment”) to Form S-8 Registration Statement to amend the Registration Statement on Form S-8 filed on October 26, 2017 (File No. 333-221128) (the “Registration Statement”) as amended by the Post-Effective Amendment No. 1 thereto (“Amendment No. 1”) to deregister certain shares registered in connection with options under the Stock Acquisition Rights (No. 74) and Stock Acquisition Rights (No. 76) of Nomura Holdings, Inc.

Under the Registration Statement, 2,557,400 shares were registered in connection with the options under Stock Acquisition Rights (No. 74) of Nomura Holdings, Inc., 4,736,500 shares were registered in connection with the options under Stock Acquisition Rights (No. 76) of Nomura Holdings, Inc..

Of the 2,557,400 shares relating to the options under the Stock Acquisition Rights (No. 74) of Nomura Holdings, Inc., 2,071,400 shares remained unsold at the termination of the exercise period for the options issued under the Stock Acquisition Rights (No. 74) of Nomura Holdings, Inc. on November 10, 2023. Of the 4,736,500 shares relating to the options under the Stock Acquisition Rights (No. 76) of Nomura Holdings, Inc., 47,400 shares remained unsold at the termination of the exercise period for the options issued under the Stock Acquisition Rights (No. 76) of Nomura Holdings, Inc. on April 19, 2024.

The Registrant previously deregistered unsold shares relating to the options under its Stock Acquisition Rights (No. 75) under Amendment No. 1. No shares remained unsold at the termination of the exercise period for the options issued under the Stock Acquisition Rights (No. 82) and the Stock Acquisition Rights (No. 83) of Nomura Holdings, Inc. As a result of this Amendment, all shares originally registered under the Registration Statement and unsold at the termination of the relevant exercise period have been deregistered.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Tokyo, Japan as of May 23, 2024.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to Registration Statement has been signed below by the following persons on behalf of Registrant and in the capacities indicated as of May 23, 2024.