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 May 2024

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-FIndicate by check mark if the registrant is submitting the Form 6-K in paper as permitted byRegulation S-T Rule 101(b)(1):

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted byRegulation S-T Rule 101(b)(7):

Information furnished on this form:
EXHIBIT
Exhibit Number
1. Nomura Determines to Make Disposition of Treasury Shares as Stock Award

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized.

NOMURA HOLDINGS, INC.
Date: May 16, 2024

By:/s/ Yoshifumi Kishida_________
Yoshifumi Kishida
Senior Managing Director

News Release

Nomura Determines to Make Disposition of Treasury Shares as Stock
Award
Tokyo, May 16, 2024—Nomura Holdings, Inc. (the “Company”) today announced that its Executive
Management Board has determined to make a disposition of treasury stock as outlined below (the“Decision”)1.

1.

Purpose of Disposition of Treasury Stock
As the Company announced in “Nomura to Grant Restricted Stock Units (RSUs) andPerformance Share Units (PSUs)” issued on April 26, 2024, the Company has determined togrant Restricted Stock Units (RSUs) based on the RSU plan (the “RSU Plan”) for directors,
executive officers, and employees of the Company and its subsidiaries as deferredcompensation using the Company’s treasury stock, and Performance Share Units (PSUs)
based on the PSU plan (the “PSU Plan”) for directors and executive officers of the Company
as deferred compensation using the Company’s treasury stock.
Under the RSU Plan, in principle, after the expiration of a deferral period determined
beforehand by the Company, the Company will dispose of and allot treasury stock in a number
corresponding to the number of RSUs granted to each allottee which number is determined
beforehand by the Company, by having the allottees make a contribution in kind to theCompany of monetary compensation claims granted to the allottees.
Under the PSU Plan, in principle, after the expiration of a three-year performance evaluation
period, depending on the degree of achievement of the performance targets for theperformance evaluation period, determined beforehand by the Company, the Company will
dispose of and allot treasury stock in a number corresponding to the number of PSUs granted
to each allottee which number is determined beforehand by the Company, by having theallottees make a contribution in kind to the Company of monetary compensation claims granted
to the allottees.
The allotment date for the disposition of treasury stock for RSUs under the Decision
corresponds to the above-mentioned deferral period is generally a date that is approximately
one, two or three years from the date of the Decision, respectively, for RSU No.43 to No.45.
As for certain overseas employees who are subject to remuneration regulations in Europe, theallotment date is a date that is approximately four, five, six or seven years from the date of theDecision, respectively, for RSU No.46 to No.49.
The allotment date for the disposition of treasury stock for PSUs under the Decision
corresponds to the above-mentioned performance evaluation period is generally a date that isapproximately three years from the date of the Decision for PSU No.1.

1

Allotment of the disposition of treasury stock to each of the Company’s directors and executive officers is in accordance with thedecision made by the Compensation Committee.

2.

Number of Shares to be Allotted and Allottees2(1) RSU<1> Shares to be Allotted to Directors and Executive Officers of the Company
Directors and Executive Officers(Excluding Outside Directors)
Number of Allottees

Number of Shares to be Allotted

RSU No.43

223,100

RSU No.44

223,000

RSU No.45

222,900

Number ofShares to beAllotted
69,30068,50067,2003,600
3,600
00Directors, Executive Officers, andEmployees of the Company’s
Subsidiaries, etc.
Number of
Number ofShares to beAllottees
Allotted
1,928
15,205,900
1,928
15,141,600
1,933
15,304,600
2562,196,300
102
1,188,200
9233,400
9233,200<2> Shares to be Allotted to Employees, etc.
Employees of the Company
Number ofAllottees
RSU No.43
RSU No.44
RSU No.45
RSU No.46
RSU No.47
RSU No.48
RSU No.49

2828281
100(2) PSU
Directors and Executive Officers(Excluding Outside Directors)
Number of Shares to be Allotted3

Number of Allottees
PSU No.1

21,173,200

After the end of the performance evaluation period, the number of shares to be granted will becalculated in accordance with the following method.
<1> Quantitative Evaluation Items and Grant Ratio
Performance Composition
Indicatorsratio

Change in thegrant ratio

Evaluation method2

The number of shares to be allotted above is based on the assumption that all monetary compensation claims to be granted to theallottees in accordance with the RSU Plan and the PSU Plan are contributed. The actual amount of monetary compensation claims tobe contributed in kind will be calculated by deducting a certain amount to be granted in cash, the amount of which will be determined inconsideration of withholding to be made by the Company with respect to the RSU Plan and the PSU Plan based on each country’s tax
regulations, from the amount of such monetary compensation claims, and hence the number of shares to be actually allotted is expected
to decrease from the above numbers.
3As for the PSU Plan, the number of shares to be allotted above is the maximum number (150% of the base number of shares) whichshall be calculated on the basis of the base number of shares (782,100 shares) and is expected to be decreased, depending on thedegree of achievement of the performance targets. In addition, the number of shares to be allotted is an estimated number at this point,
and, if the allottee’s continuous service is terminated prior to vesting date due to his/her own reasons, or any other certain events arise,
the number of shares to be allotted may decrease without subscription of the Company’s shares.

ROETSR50%

50%

0%~150%Calculated based on the actual(average) values for the three-year
performance evaluation period

0%~150%Calculated based on the actual value(absolute value) during the three-year
performance evaluation period<2> Calculation method for the number of shares to be paid:
The number of shares to be granted is calculated by multiplying the base number ofshares4 by the weighted average of the grant ratio based on ROE and the grant ratio
based on TSR.

3. Summary of Disposition of Treasury Stock(1) RSU

1. Payment Period
2. Class andNumber ofShares to be
Disposed
3. Disposition Price
4. Total Amount ofDisposition PriceRSU No.43
April 20, 2025 to May
19, 2025

RSU No.44
April 20, 2026 toMay 19, 2026

RSU No.45
April 20, 2027 toMay 19, 2027

15,298,300 shares ofcommon stock of theCompany

15,233,100 sharesof common stock of
the Company

15,394,700 sharesof common stock of
the Company

888 yen per share
13,584,890,400 yen

13,526,992,800 yen

13,670,493,600 yen

Assets to be Contributed: assets other than cash (contribution-in-kind)Description of Assets: monetary compensation claims granted by theCompany pursuant to the Decision
5. Assets to beContributed

6. Method ofDisposition

4

Value of Assets to beContributed:
13,584,890,400 yen(price per share isequivalent to thedisposition price)

Value of Assets to beContributed:
13,526,992,800 yen(price per share isequivalent to thedisposition price)

Value of Assets to
be Contributed:
13,670,493,600 yen(price per share isequivalent to thedisposition price)

To be allotted as a stock award to the allottees listed in 8 below

The base number of shares is the number of shares which shall be calculated by dividing the amount determined with reference to theperformance and qualitative evaluation of the target fiscal year, as well as competitor benchmarking by the price of NHI common stockat the time of grant.

7. Method ofPerformance ofContribution

Through a contribution in kind of monetary compensation claims

8. Allottee andNumberTotal of 1,958
Directors, Executive
Officers, andemployees, etc., ofthe Company and its
subsidiaries

9. Other

Each Item above shall be subject to the effectiveness of the shelfregistration statement and filing of the supplemental document to theshelf registration statement under the Financial Instruments andExchange Act.

1. PaymentPeriod
2. Class andNumber ofShares to beDisposed
3. DispositionPrice
4. Total Amountof DispositionPrice

5. Assets to beContributed

6. Method ofDisposition
7. Method ofPerformanceofContribution

8. Allottee andNumber

Total of 1,958Directors, Executive
Officers, andemployees, etc., ofthe Company and its
subsidiaries

Total of 1,963
Directors, Executive
Officers, andemployees, etc., ofthe Company and its
subsidiaries

RSU No.46
April 20, 2028 to
May 19, 2028

RSU No.47
April 20, 2029 to
May 19, 2029

RSU No.48
April 20, 2030 to
May 19, 2030

RSU No.49
April 20, 2031 to
May 19, 2031

2,199,900 sharesof common stock ofthe Company

1,191,800 sharesof common stockof the Company

233,400 sharesof common stockof the Company

233,200 sharesof common stockof the Company

888 yen per share
1,953,511,200 yen

1,058,318,400
yen

207,259,200 yen

207,081,600 yen

Assets to be Contributed: assets other than cash (contribution-in-kind)Description of Assets: monetary compensation claims granted by the Company
pursuant to the Decision
Value of Assets
Value of Assets toValue of Assets
Value of Assets
to be Contributed:
be Contributed:
to be Contributed: to be Contributed:
1,058,318,400
1,953,511,200 yen
207,259,200 yen
207,081,600 yenyen (price per(price per share is(price per share is (price per share isshare isequivalent to theequivalent to theequivalent to theequivalent to thedisposition price)disposition price)disposition price)disposition price)
To be allotted as a stock award to the allottees listed in 8 below

Through a contribution in kind of monetary compensation claims
Total of 257
Employees of theCompany andDirectors,
Executive Officers,and employees,etc., of theCompany’s
subsidiaries

Total of 103
Employees of theCompany andDirectors,
ExecutiveOfficers, andemployees, etc.,of the Company’s
subsidiaries

Total of 9
Employees of theCompany andDirectors,
ExecutiveOfficers, andemployees, etc.,of the Company’s
subsidiaries

Total of 9Employees of theCompany andDirectors,
ExecutiveOfficers, andemployees, etc.,of the Company’s
subsidiaries

(2) PSUPSU No.1
1. Payment Period

April 20, 2027 to September 30, 2027

2. Class and Number ofShares to be Disposed

1,173,200 shares of common stock of the Company

3. Disposition Price

888 yen per share

4. Total Amount ofDisposition Price

1,041,801,600 yen

5. Assets to beContributed

Assets to be Contributed: assets other than cash (contribution-in-kind)Description of Assets: monetary compensation claims granted by theCompany pursuant to the Decision
Value of Assets to be Contributed: 1,041,801,600 yen (price per shareis equivalent to the disposition price)

6. Method of Disposition

To be allotted as a stock award to the allottees listed in 8 below

7. Method of Performanceof Contribution

Through a contribution in kind of monetary compensation claims

8. Allottee and Number

Total of 2 Directors and Executive Officers of the Company

9. Others

Each Item above shall be subject to the effectiveness of the shelfregistration statement and filing of the supplemental document to theshelf registration statement under the Financial Instruments andExchange Act.

When the number of issued and outstanding shares of the Company increases or decreases
as a result of reverse stock split, stock split, or allotment of stock without contribution, etc., thenumber of shares to be disposed (including the number of shares to be allotted stated in “2.
Number of Shares to be Allotted and Allottees” above) and the disposition price, etc., listed
above could be reasonably adjusted according to the ratio of stock split, etc.
4.

Calculation Basis of Disposition Price and its Specific ContentDisposition price of the disposition of treasury stock based on the Decision is 888 yen, whichis the closing price (rounded up into yen) of shares of common stock of the Company on theTokyo Stock Exchange as of the business day immediately preceding the date of the Decision(May 15, 2024). The reason to adopt the closing price of such date is that the Company has
determined that, in the circumstance where the shares of common stock of the Company arelisted and no special condition exists that shows an impossibility to depend on the latest stock
price, such stock price is a reasonable one, which reflects corporate performance and market’s
supply/demand circumstance and excludes arbitrariness, and does not fall under an offering ata favorable price.
ends

NomuraNomura 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: Wealth Management, Investment Management, and Wholesale (Global Markets andInvestment Banking). Founded in 1925, the firm is built on a tradition of disciplined entrepreneurship, serving clients withcreative solutions and considered thought leadership. For further information about Nomura, visit www.nomura.com.