As filed with the Securities and Exchange Commission on May 23, 2024
Registration Statement No. 333-221128

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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)
JapanNone(State or Other Jurisdiction of(I.R.S. Employer
Incorporation or Organization)
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. 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 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-acceleratedfiler, 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 X
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 toSection 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 onOctober 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 underStock Acquisition Rights (No. 74) of Nomura Holdings, Inc., 4,736,500 shares were registered in connection withthe 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 forthe options issued under the Stock Acquisition Rights (No. 82) and the Stock Acquisition Rights (No. 83) ofNomura 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 hasreasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused thisAmendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, inthe 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 indicatedas of May 23, 2024.

Signature

Title/s/ KOJI NAGAI
Koji Nagai

DirectorChairman of the Board of Directors/s/ KENTARO OKUDA
Kentaro Okuda

Director
Representative Executive Officer(Principal Executive Officer)/s/ YUTAKA NAKAJIMAYutaka Nakajima

Director
Representative Executive Officer/s/ SHOJI OGAWA
Shoji Ogawa

Director/s/ NORIAKI SHIMAZAKINoriaki Shimazaki

Director/s/ KAZUHIKO ISHIMURA
Kazuhiko Ishimura

Director/s/ LAURA SIMONE UNGER
Laura Simone Unger

Director/s/ VICTOR CHU
Victor Chu

Director

Director/s/ J. CHRISTOPHER GIANCARLO
J. Christopher Giancarlo/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/ SATOSHI KAWAMURA
Takumi Kitamura

Chief Financial Officer
Executive Officer(Principal Financial Officer andPrincipal Accounting Officer)/s/ SATOSHI KAWAMURA
Satoshi Kawamura

Senior Managing Director(Authorized Representative in the United States)