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

Registration Statement No. 333-214267

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 3 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)

 

 

 

Japan   None

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

 

13-1, Nihonbashi 1-chome

Chuo-ku, Tokyo, 103-8645

Japan

(81-3-5255-1000)

(Address of Principal Executive Offices)

 

 

Stock Acquisition Rights (No. 48) of Nomura Holdings, Inc.

Stock Acquisition Rights (No. 58) of Nomura Holdings, Inc.

Stock Acquisition Rights (No. 61) of Nomura Holdings, Inc.

Stock Acquisition Rights (No. 64) of Nomura Holdings, Inc.

Stock Acquisition Rights (No. 65) of Nomura Holdings, Inc.

Stock Acquisition Rights (No. 68) of Nomura Holdings, Inc.

Stock Acquisition Rights (No. 69) of Nomura Holdings, Inc.

Stock Acquisition Rights (No. 70) of Nomura Holdings, Inc.

Stock Acquisition Rights (No. 71) of Nomura Holdings, Inc.

Stock Acquisition Rights (No. 72) of Nomura Holdings, Inc.

Stock Acquisition Rights (No. 73) of Nomura Holdings, Inc.

(Full Title of the Plan)

 

 

Nomura Securities International, Inc.

Worldwide Plaza, 309 West 49th 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.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

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. 3 (this “Amendment”) to Form S-8 Registration Statement to amend the Registration Statement on Form S-8 filed on October 27, 2016 (File No. 333-214267) (the “Registration Statement”) as amended by the Post-Effective Amendment No. 1 thereto (“Amendment No. 1”) and the Post-Effective Amendment No. 2 thereto (“Amendment No. 2”) to deregister certain shares registered in connection with options under the Stock Acquisition Rights (No. 71) of Nomura Holdings, Inc.

Under the Registration Statement, 6,215,300 shares were registered in connection with the options under Stock Acquisition Rights (No. 71) of Nomura Holdings, Inc.

Of the 6,215,300 shares relating to the options under the Stock Acquisition Rights (No. 71) of Nomura Holdings, Inc., 52,000 shares remained unsold at the termination of the exercise period for the options issued under the Stock Acquisition Rights (No. 71) of Nomura Holdings, Inc. on April 19, 2024.

The Registrant previously deregistered unsold shares relating to the options under its Stock Acquisition Rights (No. 48), the Stock Acquisition Rights (No. 58), the Stock Acquisition Rights (No. 61), the Stock Acquisition Rights (No. 64) and the Stock Acquisition Rights (No. 69) under Amendment No. 1 and the options under its Stock Acquisition Rights (No. 65), the Stock Acquisition Rights (No. 68) and the Stock Acquisition Rights (No. 70) under Amendment No. 2. No shares remained unsold at the termination of the exercise period for the options issued under the Stock Acquisition Rights (No. 72) and the Stock Acquisition Rights (No. 73) 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.

 

NOMURA HOLDINGS, INC.

By:   /s/ KENTARO OKUDA
Name:   Kentaro Okuda
Title:   Representative Executive Officer

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.


Signature

       

Title

/s/ KOJI NAGAI

Koji Nagai

   

Director

Chairman of the Board of Directors

/s/ KENTARO OKUDA

Kentaro Okuda

   

Director

Representative Executive Officer

(Principal Executive Officer)

/s/ YUTAKA NAKAJIMA

Yutaka Nakajima

   

Director

Representative Executive Officer

/s/ SHOJI OGAWA

Shoji Ogawa

    Director

/s/ NORIAKI SHIMAZAKI

Noriaki Shimazaki

    Director

/s/ KAZUHIKO ISHIMURA

Kazuhiko Ishimura

    Director

/s/ LAURA SIMONE UNGER

Laura Simone Unger

    Director

/s/ VICTOR CHU

Victor Chu

    Director

/s/ J. CHRISTOPHER GIANCARLO

J. Christopher Giancarlo

    Director

/s/ PATRICIA MOSSER

Patricia Mosser

    Director

/s/ TAKAHISA TAKAHARA

Takahisa Takahara

    Director

/s/ MIYUKI ISHIGURO

Miyuki Ishiguro

    Director

/s/ MASAHIRO ISHIZUKA

Masahiro Ishizuka

    Director

/s/ TAKUMI KITAMURA

Takumi Kitamura

   

Chief Financial Officer

Executive Officer

(Principal Financial Officer and

Principal Accounting Officer)

/s/ SATOSHI KAWAMURA

Satoshi Kawamura

   

Senior Managing Director

(Authorized Representative in the United States)


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