As filed with the Securities and Exchange Commission on July 22, 2020
Registration Statement No. 333-

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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.)
9-1, Nihonbashi 1-chome
Chuo-ku, Tokyo, 103-8645
Japan(81-3-5255-1000)(Address of Principal Executive Offices)
Restricted Stock Units of Nomura Holdings, Inc.
for the Performance Year Ended March 31, 2020
(Full Title of the Plan)

Nomura Holding America 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct.
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.

CALCULATION OF REGISTRATION FEE

Title of the PlanTitle of Securities
to be RegisteredRestricted Stock Units of
Nomura Holdings, Inc. for
Common Stockthe Performance Year
Ended March 31, 2020

Amount to be
Registered (1)78,054,800 shares

Proposed Maximum
Offering Price
Per Share (2)$4.08

Proposed Maximum
Aggregate Offering
Price (2)$318,463,584.00

Amount of Registration
Fee (3)$41,336.58(1)

Plus such indeterminate number of additional shares as may be offered and issued to prevent dilution resulting from stock splits or similartransactions in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”).

(2)

The proposed maximum offering price per share was derived, pursuant to Rule 457(h) under the Securities Act, from the price at which
each Restricted Stock Unit is to be settled. Settlement prices were expressed in Japanese yen and converted to U.S. dollars based on anexchange rate of ¥106.94 per dollar, as quoted at New York close on July 15, 2020 by Tullett Prebon and published on the website of theWall Street Journal.

(3)

Numbers have been rounded up to the nearest cent.

PART IINFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
All information required by Part I to be contained in the Section 10(a) prospectus is omitted from thisregistration statement in accordance with Rule 428 under the Securities Act, and the Note to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
All information required by Part I to be contained in the Section 10(a) prospectus is omitted from thisregistration statement in accordance with Rule 428 under the Securities Act and the Note to Part I to Form S-8.
PART IIINFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, or sections of documents, as applicable, filed by Nomura Holdings, Inc. (the“Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated herein byreference and made a part hereof:(1) The Registrant’s annual report on Form 20-F for the fiscal year ended March 31, 2020 filed by theRegistrant with the Commission on June 30, 2020; and(2) All other reports filed by the Registrant with the Commission pursuant to Section 13(a) of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”) since March 31, 2020.
In addition, all reports filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this registration statement and prior to the filing of apost-effective amendment to this registration statement which indicates that all securities offered have been sold,or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in thisregistration statement and to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that astatement contained in any subsequently filed document which also is or is deemed to be incorporated byreference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article 330 and Article 402, Paragraph 3 of the Companies Act of Japan (the “Companies Act”) makethe provisions of Part III, Chapter 2, Section 10 of the Civil Code of Japan (the “Civil Code”) applicable to therelationship between the Registrant and its respective directors and executive officers. Section 10 of the CivilCode, among other things, provides in effect that:(1) Any director or executive officer of a company may demand advance payment of expenses which areconsidered necessary for the management of the affairs of such company entrusted to him;(2) If a director or an executive officer of a company has defrayed any expenses which are considerednecessary for the management of the affairs of such company entrusted to him, he may demand reimbursement
therefor and interest thereon after the date of payment from such company;(3) If a director or an executive officer has assumed an obligation necessary for the management of theaffairs of a company entrusted to him, he may require such company to perform it in his place or, if it is not due, tofurnish adequate security; and(4) If a director or an executive officer, without any fault on his part, sustains damage through themanagement of the affairs of a company entrusted to him, he may demand compensation therefor from suchcompany.
In accordance with Article 427, Paragraph 1 of the Companies Act and the Registrant’s Articles ofIncorporation, the Registrant has entered into agreements with each of its directors who does not serve as anexecutive director (other than the chairman of the board of directors) that limits such director’s liabilities to theRegistrant for damages suffered by the Registrant if such director acted in good faith and without gross negligence.
Liability under each such agreement is limited to either ¥20 million or the amounts prescribed by applicable laws
and regulations, whichever is greater. Such limitation is generally enforceable as between the Registrant and suchdirectors under Japanese law. Such agreements may not be available for certain violations of U.S. federal
securities law and may be determined by courts of the United States to be unenforceable in such circumstances.
Further, pursuant to Article 426, Paragraph 1 of the Companies Act and our Articles of Incorporation, theRegistrant may, by a resolution adopted by the Registrant’s board of directors, release the liabilities of any
directors or executive officers to the Registrant for damages suffered by the Registrant due to acts of suchdirectors or executive officers taken in good faith and without gross negligence, to the extent permitted by theCompanies Act and the Registrant’s Articles of Incorporation.
The Registrant has in place a directors and officers liability insurance policy, which indemnifies its
directors and officers against liability arising from certain acts performed or omission thereof in their respective
capacities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.*
4.1

4.2

23
24.1

Articles of Incorporation of the Registrant (English translation) (filed on June 25, 2015 as
an exhibit to the Registrant’s Annual Report on Form 20-F for the fiscal year ended
March 31, 2015 (No. 001-15270) and incorporated herein by reference)
Share Handling Regulations of the Registrant (English translation) (filed on June 25, 2015as an exhibit to the Registrant’s Annual Report on Form 20-F for the fiscal year ended
March 31, 2015 (No. 001-15270) and incorporated herein by reference)
Consent of Ernst & Young ShinNihon LLC
Power of Attorney (included in the signature page)_________________*
Exhibits required by Items 601(b)(5) and 601(b)(99) of Regulation S-K have been omitted because they are
not applicable.

Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:(a)To file, during any period in which offers or sales are being made, a post-effective amendment
to this registration statement:(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;(ii)

To reflect in the prospectus any facts or events arising after the effective date of theregistration statement (or the most recent post-effective amendment thereof) which,individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase ordecrease in volume of securities offered (if the total dollar value of securities offeredwould not exceed that which was registered) and any deviation from the low or highend of the estimated maximum offering range may be reflected in the form ofprospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, thechanges in volume and price represent no more than a 20 percent change in themaximum aggregate offering price set forth in the “Calculation of Registration Fee”
table in the effective registration statement;(iii)

To include any material information with respect to the plan of distribution notpreviously disclosed in the registration statement or any material change to suchinformation in the registration statement;

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required tobe included in a post-effective amendment by those paragraphs is contained in reports filed withor furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of theExchange Act that are incorporated by reference in the registration statement.
(b)That, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to thesecurities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c)

To remove from registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.

(d)That, for the purpose of determining liability of the Registrant under the Securities Act to any
purchaser in the initial distribution of the securities:
In a primary offering of securities of the undersigned Registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned Registrant will be a seller to the purchaser and will beconsidered to offer or sell such securities to such purchaser:

(i)Any preliminary prospectus or prospectus of the undersigned Registrant relating to theoffering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of theundersigned Registrant or used or referred to by the undersigned Registrant;(iii)

The portion of any other free writing prospectus relating to the offering containing
material information about the undersigned Registrant or its securities provided by oron behalf of the undersigned Registrant; and(iv)Any other communication that is an offer in the offering made by the undersigned
Registrant to the purchaser.

(2) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under
the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a newregistration statement relating to the securities offered therein, and the offering of such securities at that time shallbe deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the Securities Act may be permitted todirectors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, theRegistrant has been advised that in the opinion of the Commission such indemnification is against public policy asexpressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted bysuch director, officer or controlling person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court ofappropriate jurisdiction the question whether such indemnification by it is against public policy as expressed inthe Securities Act and will be governed by the final adjudication of such issue.

EXHIBIT INDEX*
NumberDescription

4.1

Articles of Incorporation of the Registrant (English translation) (filed on June 25, 2015 as anexhibit to the Registrant’s Annual Report on Form 20-F for the fiscal year ended March 31,
2015 (No. 001-15270) and incorporated herein by reference)
Share Handling Regulations of the Registrant (English translation) (filed on June 25, 2015 as
an exhibit to the Registrant’s Annual Report on Form 20-F for the fiscal year ended
March 31, 2015 (No. 001-15270) and incorporated herein by reference)
Consent of Ernst & Young ShinNihon LLC
Power of Attorney (included in the signature page)

4.2

23
24.1

_________________*Exhibits required by Items 601(b)(5) and 601(b)(99) of Regulation S-K have been omitted because they are
not applicable.

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 thisregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Tokyo,
Japan as of July 22, 2020.

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 registration statement has
been signed below by the following persons on behalf of Registrant and in the capacities indicated as of July 22,
2020.
POWER OF ATTORNEY
We, the undersigned directors and officers of the Registrant, do hereby severally constitute and appoint
Go Sugiyama, Senior Managing Director of the Registrant, as our true and lawful attorney and agent, to do any
and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any
and all instruments for us and in our names in the capacities indicated below, which said attorney and agent may
deem necessary or advisable to enable the Registrant to comply with the Securities Act of 1933, as amended, andany rules, regulations and requirements of the Securities and Exchange Commission, in connection with theRegistration Statement of the Company on Form S-8, including specifically, but without limitation, power andauthority to sign for us or any of us in our names in the capacities indicated below, any and all amendments(including post-effective amendments) hereto; and we do each hereby ratify and confirm all that said attorney andagent shall do or cause to be done by virtue hereof.

Signature

Title

Koji Nagai

Director
Chairman of the Board of Directors/s/ Koji Nagai/s/ Kentaro Okuda
Kentaro Okuda

Director
Representative Executive Officer(Principal Executive Officer)/s/ Toshio Morita
Toshio Morita

Director
Representative Executive Officer/s/ Hisato Miyashita
Hisato Miyashita

Director/s/ Hiroshi Kimura
Hiroshi Kimura

Director/s/ Kazuhiko Ishimura
Kazuhiko Ishimura

Director/s/ Noriaki Shimazaki
Noriaki Shimazaki

Director/s/ Mari Sono

DirectorMari Sono/s/ Michael Lim Choo San
Michael Lim Choo SanDirector/s/ Laura Simone Unger
Laura Simone UngerDirector

/s/ Takumi Kitamura
Takumi Kitamura

Chief Financial Officer
Executive Managing Director(Principal Financial Officer andPrincipal Accounting Officer)/s/ Yo Akatsuka
Yo Akatsuka

Senior Managing Director(Authorized Representative in the United States)

EXHIBIT 23

Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to theRestricted Stock Units of Nomura Holdings, Inc. for the Performance Year Ended March 31, 2020 of our reports
dated June 30, 2020, with respect to the consolidated financial statements of Nomura Holdings, Inc., and theeffectiveness of internal control over financial reporting of Nomura Holdings, Inc., included in its Annual Report(Form 20-F) for the year ended March 31, 2020, filed with the Securities and Exchange Commission.

/s/ Ernst & Young ShinNihon LLC

Tokyo, Japan
July 22, 2020