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 ofthe Securities Exchange Act of 1934
Commission File Number: 1-15270

For the month of May 2020

NOMURA HOLDINGS, INC.
(Translation of registrant's name into English)

9-1, 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 27, 2020

By:__ /s/ Go Sugiyama____________________Go Sugiyama
Senior Managing Director

News Release

Nomura Determines to Make Disposition of Treasury Shares as Stock
Award
Tokyo, May 27, 2020—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)” issued onMay 8, 2020, the Company has determined to grant Restricted Stock Units (RSUs) based on
the RSU plan (the “Plan”) for directors, executive officers, and employees of the Companyand its subsidiaries (the “Allottees”) as deferred compensation using the Company’s treasury
stock.
Under this Plan, in principle, after the expiration of a deferral period determined beforehandby 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.
The allotment date for the disposition of treasury stock under the Decision corresponds to theabove-mentioned deferral period and is generally a date that is approximately one, two or
three years from the date of the Decision, respectively, for RSU No.15 to No.17. As for certain
overseas employees who are subject to remuneration regulations in Europe, the allotment
date is a date that is approximately four, five, six or seven years from the date of the Decision,respectively, for RSU No.18 to No.21.

2.

Number of Shares to be Allotted and Allottees
Shares to be Allotted to Directors and Executive Officers of the Company
Directors and Executive Officers(Excluding Outside Directors)
Number of Allottees

1

Number of Shares to be Allotted

RSU No.15

4165,600

RSU No.16

4165,200

RSU No.17

4165,000

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.

Shares to be Allotted to Employees, etc.
Employees of the Company
Number ofAllottees
RSU No.15
RSU No.16
RSU No.17
RSU No.18
RSU No.19
RSU No.20
RSU No.21

262627
3311

Number ofShares to be
Allotted
1,406,200
1,404,900
1,443,600
48,00048,00039,20039,200

Directors, Executive Officers, andEmployees of the Company’s
Subsidiaries, etc.
Number of
Number ofShares to beAllottees
Allotted
1,788
23,201,400
1,788
23,131,800
1,791
23,208,700
95
1,655,600
95
1,651,600
9140,600
9140,200(Note) The number of shares to be allotted above is based on the assumption that all
monetary compensation claims to be granted to the Allottees in accordance with the Plan arecontributed. The actual amount of monetary compensation claims to be contributed in kind
will be calculated by deducting a certain amount to be granted in cash, the amount of which
will be determined in consideration of withholding to be made by the Company with respect
to the Plan based on each country’s tax regulations, from the amount of such monetarycompensation claims, and hence the number of shares to be actually allotted is expected todecrease from the above numbers. 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 tovesting date due to his/her own reasons, or any other certain events arise, the number ofshares to be allotted may decrease without subscription of the Company’s shares.
3. Summary of Disposition of Treasury Stock

1. Payment
Period
2. Class andNumber ofShares to be
Disposed
3. DispositionPrice
4. Total Amountof DispositionPrice
5. Assets to beContributed

RSU No.15
April 20, 2021 to May
19, 2021

RSU No.16
April 20, 2022 toMay 19, 2022

RSU No.17
April 20, 2023 toMay 19, 2023

24,773,200 shares ofcommon stock of theCompany

24,701,900 sharesof common stock of
the Company

24,817,300 sharesof common stock of
the Company

436 yen per share
10,801,115,200 yen

10,770,028,400 yen

10,820,342,800 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

Value of Assets to beContributed:
10,801,115,200 yen(price per share isequivalent to thedisposition price)
6. Method ofDisposition
7. Method of
Performance ofContribution

Value of Assets to beContributed:
10,770,028,400 yen(price per share isequivalent to thedisposition price)

Value of Assets to
be Contributed:
10,820,342,800 yen(price per share isequivalent to thedisposition price)

To be allotted as a stock award to the Allottees listed in 8 below
Through a contribution in kind of monetary compensation claims

8. Allottee andNumber

Total of 1,818
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. Payment
Period
2. Class andNumber of
Shares to be
Disposed
3. DispositionPrice
4. Total
Amount of
DispositionPrice

Total of 1,818
Directors, Executive
Officers, andemployees, etc., of
the Company and its
subsidiaries

Total of 1,822
Directors, Executive
Officers, andemployees, etc., of
the Company and its
subsidiaries

RSU No.18
April 20, 2024 to
May 19, 2024

RSU No.19
April 20, 2025 to
May 19, 2025

RSU No.20
April 20, 2026 to
May 19, 2026

RSU No.21
April 20, 2027 toMay 19, 2027

1,703,600 sharesof common stockof the Company

1,699,600 sharesof common stockof the Company

179,800 sharesof common stockof the Company

179,400 sharesof common stockof the Company

436 yen per share

742,769,600 yen

741,025,600 yen

78,392,800 yen

78,218,400 yen

5. Assets to beContributed

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
Value of Assets
Value of Assets
to be Contributed: to be Contributed: to be Contributed: to be Contributed:
78,218,400 yen
742,769,600 yen 741,025,600 yen
78,392,800 yen(price per share is (price per share is (price per share is (price per share isequivalent to theequivalent to theequivalent to the equivalent to thedisposition price) disposition price) disposition price)disposition price)

6. Method of
Disposition

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

7. Method ofPerformanceofContribution

8. Allottee andNumber

Through a contribution in kind of monetary compensation claims

Total of 98
Employees of theCompany andDirectors,
Executive
Officers, andemployees, etc.,of the Company’ssubsidiaries

Total of 98
Employees of theCompany andDirectors,
Executive
Officers, andemployees, etc.,of the Company’ssubsidiaries

Total of 10
Employees of theCompany andDirectors,
Executive
Officers, andemployees, etc.,of theCompany’ssubsidiaries

Total of 10
Employees ofthe Companyand Directors,
ExecutiveOfficers, andemployees, etc.,of theCompany’ssubsidiaries

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.,the number 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 Content
Disposition price of the disposition of treasury stock based on the Decision is 436 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 26, 2020). 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 andmarket’s supply/demand circumstance and excludes arbitrariness, and does not fall under anoffering at a favorable price.

ends

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