PROSPECTUS SUPPLEMENT
to Prospectus dated December 20, 2021.

$1,900,000,000$600,000,000 5.709% Senior Notes due 2026
$550,000,000 5.842% Senior Notes due 2028
$750,000,000 6.181% Senior Notes due 2033
Nomura Holdings, Inc., a joint stock corporation incorporated with limited liability under the laws of Japan (“Nomura Holdings, Inc.” or the“Issuer”), will issue the above-listed senior notes (collectively, the “Notes”) pursuant to a senior debt indenture dated January 16, 2020 (the “Indenture”). Nomura
Securities International, Inc. and other broker-dealers may use this prospectus supplement and the accompanying prospectus in connection with market-making
transactions in the Notes after their initial sale. The senior fixed rate notes due January 9, 2026 (the “3-year Notes”) will bear interest at the rate of 5.709% perannum payable semi-annually in arrears on January 9 and July 9 of each year, with the first interest payment to be made on July 9, 2023 (short first coupon) andthe last payment to be made on January 9, 2026. The senior fixed rate notes due January 18, 2028 (the “5-year Notes”) will bear interest at the rate of 5.842% perannum payable semi-annually in arrears on January 18 and July 18 of each year, with the first interest payment to be made on July 18, 2023 (long first coupon)
and the last payment to be made on January 18, 2028. The senior fixed rate notes due January 18, 2033 (the “10-year Notes”) will bear interest at the rate of
6.181% per annum payable semi-annually in arrears on January 18 and July 18 of each year, with the first interest payment to be made on July 18, 2023 (long first
coupon) and the last payment to be made on January 18, 2033. Nomura Holdings, Inc. may at its option, subject to the prior confirmation of the Financial Services
Agency of Japan (the “FSA”) (if such confirmation is required under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the“Financial Instruments and Exchange Act”) or any other applicable laws and regulations then in effect), call all, but not less than all, of the relevant series of theNotes for redemption, upon the occurrence of certain changes in Japanese tax law, subject to certain conditions. See “Description of Senior Debt Securities—
Optional Tax Redemption” in the accompanying prospectus. The Notes will not otherwise be redeemable by Nomura Holdings, Inc. prior to the stated maturity.
The Notes will not be subject to any sinking fund. Each series of the Notes will be represented by one or more global notes deposited with a custodian for andregistered in the name of a nominee of The Depository Trust Company (“DTC”), as depositary. Beneficial interests in the Notes will be shown on, and transfers
thereof will be effected only through, records maintained by DTC and its direct and indirect participants, including Euroclear Bank SA/NV (“Euroclear”) and
Clearstream Banking S.A. (“Clearstream”). The Notes will be issued only in registered form in minimum denominations of $200,000 and integral multiples of$1,000 in excess thereof.
The Notes will be direct, unconditional, unsubordinated and unsecured obligations of Nomura Holdings, Inc. and rank pari passu and without
preference among themselves and with all other unsecured obligations, other than subordinated obligations of Nomura Holdings, Inc. (except for statutorily
preferred exceptions) from time to time outstanding. Each series of the Notes is intended to qualify as total loss-absorbing capacity (“TLAC”) debt under the
TLAC regulations in Japan applicable to Nomura Holdings, Inc. See “Risk Factors—Risks Relating to the Notes—The Notes will be structurally subordinated toindebtedness and other liabilities of our subsidiaries, including Nomura Securities Co., Ltd. and Nomura Financial Products & Services, Inc.” and other risk
factors in relation to TLAC regulations in the same section of this prospectus supplement.
Approval in-principle has been received for the listing and quotation of the Notes on the Singapore Exchange Securities Trading Limited (the“SGX-ST”). The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained herein. Approvalin-principle for the listing and quotation of the Notes on the SGX-ST is not to be taken as an indication of the merits of Nomura Holdings, Inc., its subsidiaries
and associated companies or the Notes.
Investing in the Notes involves risks. You should carefully consider the risk factors set forth in “Item 3. Key Information—D. Risk Factors” ofour most recent annual report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”) and in the “Risk Factors” section
beginning on page S-12 of this prospectus supplement before making any decision to invest in the Notes.
Per 3-year
Note
Public offering price(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Underwriting commissions(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds, before expenses, to Nomura Holdings, Inc.(1) . . . . . . . . . . . . . . . .
(1)(2)

Per 5-year
Note

100.000%
0.250%
99.750%100.000%
0.350%
99.650%

Per 10-year
Note
100.000%
0.450%
99.550%Total$1,900,000,000$
6,800,000$1,893,200,000

Plus accrued interest from January 11, 2023, if settlement occurs after that date.
For additional underwriting compensation information, see “Underwriting (Conflicts of Interest).”Neither the SEC nor any other regulatory body has approved or disapproved of the Notes or passed upon the accuracy or adequacy of thisprospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

The Notes offered by this prospectus supplement and the accompanying prospectus are being offered by the underwriters, subject to prior sale,withdrawal, cancellation or modification of the offer without notice, to delivery to and acceptance by the underwriters and to certain further conditions. It is
expected that the Notes will be delivered in book-entry form only, on or about January 11, 2023, through the facilities of DTC and its participants, including
Euroclear and Clearstream.

Joint Lead Managers and Joint Bookrunners

NomuraCitigroup
Korea Development Bank

BofA Securities

SMBC NIKKO
Lloyds Securities

Barclays
NatixisScotiabank

Crédit Agricole CIB
SEBCo-Managers
BNP PARIBAS
Academy Securities
CaixaBankKEXIM ASIA LIMITED

Mizuho Securities
BANKINTER
Deutsche Bank Securities
Mischler Financial Group, Inc.

BBVA
HSBC
NORDEA

Prospectus Supplement dated January 4, 2023.

Morgan Stanley
BMO Capital Markets
IMI - Intesa Sanpaolo
UniCredit Capital Markets

TABLE OF CONTENTS
Prospectus Supplement
Page

About This Prospectus Supplement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cautionary Statement Regarding Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Presentation of Financial and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prospectus Supplement Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Summary Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefit Plan Investor Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Underwriting (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Enforcement of Civil Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

S-vi
S-vii
S-viii
S-1
S-2
S-5
S-12
S-19
S-20
S-21
S-23
S-27
S-33
S-35
S-42
S-43
S-43
S-43

Prospectus
Nomura Holdings, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Senior Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of Senior Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan of Distribution (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefit Plan Investor Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Enforcement of Civil Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1
1
1
1
2
3
22
23
26
27
28
28
28

No dealer, salesperson or other person is authorized to give any information or to represent
anything not contained in this prospectus supplement and the accompanying prospectus. You must not
rely on any unauthorized information or representations. This prospectus supplement and theaccompanying prospectus are an offer to sell only the securities they describe, but only undercircumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus
supplement is current only as of its date.

S-ii

The Notes have not been and will not be registered under the Financial Instruments and Exchange Act
and are subject to the Act on Special Measures Concerning Taxation of Japan (Act No. 26 of 1957, as amended,
the “Special Taxation Measures Act”). The Notes may not be offered or sold, directly or indirectly, in Japan orto, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan,
including any corporation or other entity organized under the laws of Japan), or to others for re-offering or
re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an
exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments
and Exchange Act and any other applicable laws, regulations and governmental guidelines of Japan. See“Underwriting (Conflicts of Interest).” In addition, the Notes are not, as part of the distribution by theunderwriters, dealers and agents under the underwriting agreement relating to the Notes, at any time, to be
directly or indirectly offered or sold to, or for the benefit of, any person other than a beneficial owner that is,(i) for Japanese tax purposes, neither (x) an individual resident of Japan or a Japanese corporation, nor (y) an
individual non-resident of Japan or a non-Japanese corporation that in either case is a person having a special
relationship with us as described in Article 6, paragraph 4 of the Special Taxation Measures Act (a “speciallyrelated person of ours”) (excluding an underwriter designated in Article 6, paragraph 12, item 1 of the Special
Taxation Measures Act which purchases unsubscribed portions of the Notes from the other underwriters) or (ii) a
Japanese financial institution, designated in Article 3-2-2, paragraph 29 of the Order for Enforcement of the Act
on Special Measures Concerning Taxation of Japan (Cabinet Order No. 43 of 1957, as amended, the “Cabinet
Order”). BY SUBSCRIBING FOR THE NOTES, THE INVESTOR WILL BE DEEMED TO HAVEREPRESENTED THAT IT IS A BENEFICIAL OWNER THAT IS, (I) FOR JAPANESE TAXPURPOSES, NEITHER (X) AN INDIVIDUAL RESIDENT OF JAPAN OR A JAPANESECORPORATION, NOR (Y) AN INDIVIDUAL NON-RESIDENT OF JAPAN OR A NON-JAPANESECORPORATION THAT IN EITHER CASE IS A SPECIALLY-RELATED PERSON OF OURS(EXCLUDING AN UNDERWRITER DESIGNATED IN ARTICLE 6, PARAGRAPH 12, ITEM 1 OF
THE SPECIAL TAXATION MEASURES ACT WHICH PURCHASES UNSUBSCRIBED PORTIONS
OF THE NOTES FROM THE OTHER UNDERWRITERS) OR (II) A JAPANESE FINANCIAL
INSTITUTION, DESIGNATED IN ARTICLE 3-2-2, PARAGRAPH 29 OF THE CABINET ORDER.
Interest payments on the Notes will be subject to Japanese withholding tax unless it is established thatsuch Notes are held by or for the account of a beneficial owner that is (i) for Japanese tax purposes, neither (x) an
individual resident of Japan or a Japanese corporation, nor (y) an individual non-resident of Japan or a
non-Japanese corporation that in either case is a specially-related person of ours, (ii) a Japanese designatedfinancial institution as described in Article 6, paragraph 11 of the Special Taxation Measures Act which complies
with the requirement for tax exemption under that paragraph or (iii) a Japanese public corporation, financial
institution, financial instruments business operator or certain other entity which has received such payments
through a Japanese payment handling agent, as provided in Article 3-3, paragraph 6 of the Special Taxation
Measures Act, in compliance with the requirement for tax exemption under that paragraph.
Interest payments on the Notes to an individual resident of Japan, to a Japanese corporation, or to anindividual non-resident of Japan or a non-Japanese corporation that in either case is a specially-related person ofours (except for the Japanese designated financial institution and the Japanese public corporation, financial
institution, financial instruments business operator and certain other entity described in the preceding paragraph)will be subject to deduction in respect of Japanese income tax at a rate of 15.315% of the amount of such interest.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS — The Notes are not intended to be offered,sold or otherwise made available to and should not be offered, sold or otherwise made available to any retailinvestor in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended(“MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97, (as amended, the “Insurance
Distribution Directive”), where that customer would not qualify as a professional client as defined in point(10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (asamended, the “Prospectus Regulation”). Consequently no key information document required by Regulation
S-iii

(EU) No 1286/2014, (as amended, the “PRIIPs Regulation”), for offering or selling the Notes or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or selling theNotes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
Notwithstanding the above paragraph, in the case where the Issuer subsequently prepares and publishes
a key information document under the PRIIPs Regulation in respect of the Notes, then following such
publication, the prohibition on the offering, sale or otherwise making available the Notes to a retail investor as
described in the above paragraph and in such legend shall no longer apply.
PROHIBITION OF SALES TO UK RETAIL INVESTORS — The Notes are not intended to be offered, soldor otherwise made available to and should not be offered, sold or otherwise made available to any retail investor
in the United Kingdom (the “UK”). For these purposes, a retail investor means a person who is one (or more) of:(i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); (ii) a customer within the meaningof the provisions of the Financial Services and Markets Act 2000, as amended (the “FSMA”), and any rules orregulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would
not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 ofRegulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the “UK Prospectus
Regulation”). Consequently no key information document required by the Regulation (EU) No 1286/2014 as it
forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling theNotes or otherwise making them available to retail investors in the UK has been prepared and therefore offeringor selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under
the UK PRIIPs Regulation.
Notwithstanding the above paragraph, in the case where the Issuer subsequently prepares and publishes
a key information document under the UK PRIIPs Regulation in respect of the Notes, then following such
publication, the prohibition on the offering, sale or otherwise making available the Notes to a retail investor in
the UK as described in the above paragraph and in such legend shall no longer apply.
In addition, in the UK, this prospectus supplement and the accompanying prospectus are being
distributed only to, and are directed only at, and any offer subsequently made may only be directed at, persons
who are “qualified investors” (as defined in the UK Prospectus Regulation) (i) who have professional experiencein matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended, the “Order”); or (ii) who are high net worth companies (orpersons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order(all such persons together being referred to as “Relevant Persons”). Any person in the UK that is not a Relevant
Person should not act or rely on this prospectus supplement and the accompanying prospectus or any of its
contents. Any investment or investment activity to which this prospectus supplement and the accompanying
prospectus relate is available in the UK only to Relevant Persons and will be engaged in only with Relevant
Persons.
SINGAPORE — Section 309B Notification — The Issuer has determined, and hereby notifies all persons(including all relevant persons (as defined in Section 309A(1) of the Securities and Futures Act 2001 ofSingapore, as modified or amended from time to time)), that the Notes are “prescribed capital markets products”(as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment
Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice
FAA-N16: Notice on Recommendations on Investment Products).

S-iv

Neither this prospectus supplement nor the accompanying prospectus has been registered as aprospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement, theaccompanying prospectus and any other document or material in connection with the offer or sale, or invitation
for subscription or purchase, of the Notes may not be circulated or distributed, nor may the Notes be offered orsold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any
person in Singapore other than:(i) to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 274 of theSFA;(ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the
SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with theconditions specified in Section 275 of the SFA and (where applicable) Regulation 3 of the
Securities and Futures (Classes of Investors) Regulations 2018; or(iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provisionof the SFA.
Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:(a)a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the solebusiness of which is to hold investments and the entire share capital of which is owned by one or moreindividuals, each of whom is an accredited investor; or(b)a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments
and each beneficiary of the trust is an individual who is an accredited investor, securities or securities-based
derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’
rights and interest (howsoever described) in that trust shall not be transferred within six months after that
corporation or that trust has acquired the Notes pursuant to an offer made under Section 275 of the SFA except:(1)

to an institutional investor or to a relevant person (as defined in Section 275(2) of theSFA), or to any person arising from an offer referred to in Section 275(1A) or
Section 276(4)(c)(ii) of the SFA;

(2)

where no consideration is or will be given for the transfer;(3)

where the transfer is by operation of law;(4)

as specified in Section 276(7) of the SFA; or(5)

as specified in Regulation 37A of the Securities and Futures (Offers of Investments)(Securities and Securities-based Derivatives Contracts) Regulations 2018.

Any reference to the SFA is a reference to the Securities and Futures Act 2001 of Singapore and areference to any term as defined in the SFA or any provision in the SFA is a reference to that term or provision as
modified or amended from time to time including by such of its subsidiary legislation as may be applicable at therelevant time.

S-v

ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the
specific terms of the offering of the Notes and also adds to, updates and changes information contained in theprospectus filed with the SEC dated December 20, 2021 and the documents incorporated by reference in thisprospectus supplement. The second part is the above-mentioned prospectus, to which we refer as the“accompanying prospectus.” The accompanying prospectus contains a description of the Notes and gives moregeneral information, some of which may not apply to the Notes. If the description of the Notes in this prospectus
supplement differs from the description in the accompanying prospectus, the description in this prospectus
supplement supersedes the description in the accompanying prospectus.
We have not, and the underwriters have not, authorized any other person to provide you with any
information other than that contained in or incorporated by reference into this prospectus supplement, in theaccompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we havereferred you. “Incorporated by reference” means that we can disclose important information to you by referring
you to another document filed separately with the SEC. We are not responsible for, and can provide no assurance
as to the accuracy of, any other information that any other person may give you. We are not making, nor are theunderwriters making, an offer to sell the Notes in any jurisdiction where the offer or sale is not permitted. You
should not assume that the information appearing in this prospectus supplement, the accompanying prospectus orin any free writing prospectus prepared by or on behalf of us or to which we have referred you, including any
information incorporated by reference herein or therein, is accurate as of any date other than its respective date.
Our business, financial condition, results of operations and prospects may have changed since those respective
dates.

S-vi

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference
herein and therein contain in a number of places forward-looking statements regarding our intent, belief, targets
or current expectations of our management with respect to our financial condition and future results ofoperations. These statements constitute “forward-looking statements” within the meaning of Section 27A of the
U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. Securities Exchange
Act of 1934, as amended (the “Exchange Act”). In many cases, but not all, we use such words as “anticipate,”“believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “probability,” “project,” “risk,” “seek,” “should,”“target,” “will” and similar expressions in relation to us or our management to identify forward-looking
statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions.
These statements reflect our current views with respect to future events and are subject to risks, uncertainties andassumptions, including the risk factors described in this prospectus supplement. Should one or more of theserisks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results may varymaterially from those we currently anticipate.
We have identified some of the risks inherent in forward-looking statements in “Item 3. Key
Information—D. Risk Factors” of our most recent annual report on Form 20-F and in the “Risk Factors” sectionof this prospectus supplement. Other factors could also adversely affect our results or the accuracy of forwardlooking statements in this prospectus supplement, the accompanying prospectus or the documents incorporated
by reference herein and therein, and you should not consider these to be a complete set of all potential risks or
uncertainties.
The forward-looking statements included or incorporated by reference in this prospectus supplement
and the accompanying prospectus are made only as of the dates on which such statements were made. We
expressly disclaim any obligation or undertaking to release any update or revision to any forward-looking
statement contained herein or therein to reflect any change in our expectations with regard thereto or any change
in events, conditions or circumstances on which any statement is based.

S-vii

PRESENTATION OF FINANCIAL AND OTHER INFORMATIONIn this prospectus supplement, the accompanying prospectus and any documents incorporated byreference herein or therein, “NHI,” “Nomura,” the “Nomura Group,” “we,” “us,” and “our” refer to Nomura
Holdings, Inc. and, unless the context indicates otherwise, its consolidated subsidiaries. Furthermore, unless thecontext indicates otherwise, these references are intended to refer to us as if we had been in existence in ourcurrent form for all periods referred to herein. We use the word “you” to refer to prospective investors in theNotes and the word “holder,” “Noteholder” or “Noteholders” to refer to the holders of the Notes.
Our consolidated financial statements are prepared on an annual and quarterly basis in accordance withaccounting principles generally accepted in the United States (“U.S. GAAP”). Unless otherwise stated orotherwise required by the context, all amounts in our financial statements are expressed in yen.
Unless otherwise specified, our financial information contained or incorporated by reference herein or in
the accompanying prospectus is presented in accordance with U.S. GAAP, as specified herein or in the relevant
document being incorporated by reference. See “Where You Can Find More Information—Incorporation by
Reference” for a list of documents being incorporated by reference herein.
In this prospectus supplement and the accompanying prospectus, references to “U.S. dollars,” “dollars,”“USD” and “$” refer to the lawful currency of the United States and those to “Japanese yen,” “yen” and “¥” referto the lawful currency of Japan. This prospectus supplement, the accompanying prospectus or the documents
incorporated by reference herein and therein may contain a translation of certain Japanese yen amounts into U.S.
dollars for your convenience. However, these translations should not be construed as representations that such
yen amounts have been, could have been or could be converted into dollars at the relevant rate or at all.
In this prospectus supplement and the accompanying prospectus, amounts have been rounded to thenearest indicated digit unless otherwise specified. However, in some cases, figures presented in tables have beenadjusted to match the sum of the figures with the total amount, and such figures may also be referred to in therelated text.
Our fiscal year end is March 31. References to years not specified as being fiscal years are to calendar
years.
In this prospectus supplement, all of our financial information is presented on a consolidated basis,
unless we state otherwise.

S-viiiPROSPECTUS SUPPLEMENT SUMMARY
This summary highlights key information described in greater detail elsewhere, or incorporated byreference, in this prospectus supplement and the accompanying prospectus. You should read carefully the entire
prospectus supplement, the accompanying prospectus and the documents incorporated by reference before
making an investment decision.
Nomura Holdings, Inc.
We are a joint stock corporation incorporated on December 25, 1925, with limited liability under thelaws of Japan. On October 1, 2001, we adopted a holding company structure, at which time we changed ourname from “The Nomura Securities Co., Ltd.” to “Nomura Holdings, Inc.,” and on December 17, 2001, we werelisted on the New York Stock Exchange. In connection with this reorganization, one of our wholly-owned
subsidiaries assumed our securities businesses and was named “Nomura Securities Co., Ltd.” We continue to belisted on the Tokyo Stock Exchange, the New York Stock Exchange and other stock exchanges on which we arelisted.
Today, we are one of the leading financial services groups in Japan and have global operations,operating offices in countries and regions worldwide, including Japan, the United States, the United Kingdom,Singapore and the Hong Kong Special Administrative Region, through our subsidiaries. Our clients include
individuals, corporations, financial institutions, governments and governmental agencies.
Our business is organized into the following three divisions: Retail, Investment Management andWholesale. For a description of each of our divisions, see “Item 4. Information on the Company—B. Business
Overview—Our Business Divisions” in our annual report on Form 20-F for the fiscal year ended March 31,
2022, which is incorporated by reference herein.
The address of our registered head office is 13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8645,
Japan. Our telephone number is +81-3-5255-1000, and our internet site is https://www.nomura.com. The
information contained in our internet site does not form a part of and is not incorporated by reference into thisprospectus supplement.

S-1

SUMMARY RISK FACTORS
Investing in the Notes involves a number of risks, and prospective investors are urged to carefully
consider the matters discussed under “Risk Factors” prior to making an investment in the Notes. Such risks
include, but are not limited to:•

Risks relating to the business environment, such as:••

risks associated with financial markets, economic conditions, and market fluctuations inJapan and elsewhere around the world, including:•the impact of the COVID-19 pandemic;•

natural disaster, terrorism, military dispute and infectious disease other than
COVID-19;•

the effect of changes in governmental fiscal and monetary policies;•

the effect of transitions away from LIBOR or other benchmarks;•

market declines or decreases in the number of market participants; and•the effect of Brexit;•

the effect of intense competition in the financial services industry;•

event risk arising from unpredictable events and its effect on trading and investment assets
as well as market and liquidity risks;•

Environmental, Social and Governance factors, including climate change and associatedpolicy changes;

Risks relating to the conduct of our business, such as:•

potential losses from trading and investment activities;•risks relating to holding large and concentrated positions of securities and other assets;•insufficient protection from our hedging strategies;•

the potential ineffectiveness of our risk management policies and procedures;•the potential that market risk may increase other risks we are subject to;•potential revenue declines in our brokerage and asset management, investment banking orelectronic trading businesses;•

potential exposure to losses when third parties do not perform their obligations to us;•

our dependence as a holding company on payments from our subsidiaries;•

risks relating to our ability to realize gains on our investments in equity securities andnon-trading debt securities; and•the outflow of clients’ assets due to losses of cash reserve funds or debt securities we offer;

S-2

•

•

•

Risks relating to our financial position, such as:•

potential recognition of impairment losses relating to goodwill, tangible and intangible
assets;•the effect of liquidity risk on our ability to fund operations which could jeopardize ourfinancial condition; and•impairment losses on our equity investments in affiliates and other investees accounted forunder the equity method;

Risks relating to legal, compliance and other operational issues, such as:•

misconduct or fraud by an employee, director or officer, or any third party, could occur, andour reputation in the market and our relations with clients could be harmed;•

failure to identify and appropriately address conflicts of interest;•

legal, regulatory and reputational risks;•

unauthorized disclosure or misuse of personal information held by us;•

system failure, information leakage and the cost of maintaining sufficient cybersecurity;•

failure to hire, retain or develop qualified personnel; and•the risk that investors may be unable to secure personal jurisdiction within the U.S. over us
or our directors or executive officers, or to enforce judgments obtained in U.S. courts
predicated upon the civil liability provisions of the federal securities laws of the UnitedStates; andRisks related to the terms of the Notes and the market therefor, including:•risks related to structural subordination of our obligations under the Notes to theindebtedness and other liabilities of our subsidiaries;•

the risk that the value of the Notes will be materially adversely affected, up to their fullvalue, due to the possibility that the Notes will become subject to loss absorption if webecome subject to orderly resolution measures under the Deposit Insurance Act andJapanese insolvency laws;•

the risks that the circumstances surrounding or triggering orderly resolution are
unpredictable, and the Japanese TLAC Standard is subject to change;•

the Notes being unsecured obligations;•the risk that the market prices and liquidity of the Notes will be adversely affected due to thechanges in the rating of the Notes;•

the lack of prior markets for the Notes and potential illiquidity in markets for the Notes; and•the limited nature of the restrictive covenants and protection in the event of a change incontrol contained in the Indenture and the Notes.

S-3

For a discussion of these and other risks you should consider before making an investment in the Notes,
see “Item 3. Key Information—D. Risk Factors” of our most recent annual report on Form 20-F and in the “Risk
Factors” section of this prospectus supplement.

S-4

THE OFFERING$600,000,000 5.709% Senior Notes due 2026
Notes offered . . . . . . . . . . . . . . . . . . . . . . $600,000,000 aggregate principal amount of senior notes due January
9, 2026.
The 3-year Notes will be issued only in fully registered form, without
coupons.
Offering price . . . . . . . . . . . . . . . . . . . . . 100.000% of the principal amount plus accrued interest fromJanuary 11, 2023, if settlement occurs after that date.
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . January 9, 2026.
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . The 3-year Notes will bear interest at the rate of 5.709% per annum,
payable semi-annually in arrears on January 9 and July 9 of each year,with the first interest payment to be made on July 9, 2023 (short first
coupon) and the last payment to be made on January 9, 2026. Intereston the 3-year Notes will be computed on the basis of a 360-day year
consisting of twelve 30-day months (30/360 day count convention).
If any payment is due on the 3-year Notes on any interest payment
date, other than the maturity date, that is not a Business Day (asdefined in “Description of the Notes”), we will make payment on the
day that is the next succeeding Business Day. If the maturity datewith respect to the 3-year Notes falls on a day that is not a Business
Day, payments of principal and interest otherwise due on such day
will be made on the next succeeding Business Day. Payments
postponed to the next succeeding Business Day in such situations willbe treated as if they were made on the original due date.
Postponement of this kind will not result in a default under the 3-year
Notes, and no interest will accrue on the postponed amount from theoriginal due date to the next succeeding Business Day.
See “Description of the Notes—Principal, Maturity and Interest” inthis prospectus supplement and “Description of Senior Debt
Securities—Types of Senior Debt Securities—Fixed Rate Senior Debt
Securities” in the accompanying prospectus.
Other terms . . . . . . . . . . . . . . . . . . . . . . . For more information on the terms of the 3-year Notes, see“—General Terms of the Notes” below and “Description of theNotes” in this prospectus supplement and “Description of Senior Debt
Securities” in the accompanying prospectus.
Security codes . . . . . . . . . . . . . . . . . . . . . CUSIP: 65535HBG3
ISIN: US65535HBG39
Common Code: 256457946

S-5

$550,000,000 5.842% Senior Notes due 2028
Notes offered . . . . . . . . . . . . . . . . . . . . . . $550,000,000 aggregate principal amount of senior notes due
January 18, 2028.
The 5-year Notes will be issued only in fully registered form, without
coupons.
Offering price . . . . . . . . . . . . . . . . . . . . . 100.000% of the principal amount plus accrued interest fromJanuary 11, 2023, if settlement occurs after that date.
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . January 18, 2028.
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . The 5-year Notes will bear interest at the rate of 5.842% per annum,
payable semi-annually in arrears on January 18 and July 18 of eachyear, with the first interest payment to be made on July 18, 2023 (longfirst coupon) and the last payment to be made on January 18, 2028.
Interest on the 5-year Notes will be computed on the basis of a360-day year consisting of twelve 30-day months (30/360 day countconvention).
If any payment is due on the 5-year Notes on any interest payment
date, other than the maturity date, that is not a Business Day, we will
make payment on the day that is the next succeeding Business Day. If
the maturity date with respect to the 5-year Notes falls on a day that is
not a Business Day, payments of principal and interest otherwise dueon such day will be made on the next succeeding Business Day.
Payments postponed to the next succeeding Business Day in suchsituations will be treated as if they were made on the original due
date. Postponement of this kind will not result in a default under the
5-year Notes, and no interest will accrue on the postponed amountfrom the original due date to the next succeeding Business Day.
See “Description of the Notes—Principal, Maturity and Interest” inthis prospectus supplement and “Description of Senior Debt
Securities—Types of Senior Debt Securities—Fixed Rate Senior Debt
Securities” in the accompanying prospectus.
Other terms . . . . . . . . . . . . . . . . . . . . . . . For more information on the terms of the 5-year Notes, see“—General Terms of the Notes” below and “Description of theNotes” in this prospectus supplement and “Description of Senior Debt
Securities” in the accompanying prospectus.
Security codes . . . . . . . . . . . . . . . . . . . . . CUSIP: 65535HBH1
ISIN: US65535HBH12
Common Code: 256457962

S-6

$750,000,000 6.181% Senior Notes due 2033
Notes offered . . . . . . . . . . . . . . . . . . . . . . $750,000,000 aggregate principal amount of senior notes due
January 18, 2033.
The 10-year Notes will be issued only in fully registered form,
without coupons.
Offering price . . . . . . . . . . . . . . . . . . . . . 100.000% of the principal amount plus accrued interest fromJanuary 11, 2023, if settlement occurs after that date.
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . January 18, 2033.
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . The 10-year Notes will bear interest at the rate of 6.181% per annum,
payable semi-annually in arrears on January 18 and July 18 of eachyear, with the first interest payment to be made on July 18, 2023 (longfirst coupon) and the last payment to be made on January 18, 2033.
Interest on the 10-year Notes will be computed on the basis of a360-day year consisting of twelve 30-day months (30/360 day countconvention).
If any payment is due on the 10-year Notes on any interest payment
date, other than the maturity date, that is not a Business Day, we will
make payment on the day that is the next succeeding Business Day. If
the maturity date with respect to the 10-year Notes falls on a day thatis not a Business Day, payments of principal and interest otherwise
due on such day will be made on the next succeeding Business Day.
Payments postponed to the next succeeding Business Day in suchsituations will be treated as if they were made on the original due
date. Postponement of this kind will not result in a default under the
10-year Notes, and no interest will accrue on the postponed amountfrom the original due date to the next succeeding Business Day.
See “Description of the Notes—Principal, Maturity and Interest” inthis prospectus supplement and “Description of Senior Debt
Securities—Types of Senior Debt Securities—Fixed Rate Senior Debt
Securities” in the accompanying prospectus.
Other terms . . . . . . . . . . . . . . . . . . . . . . . For more information on the terms of the 10-year Notes, see“—General Terms of the Notes” below and “Description of theNotes” in this prospectus supplement and “Description of Senior Debt
Securities” in the accompanying prospectus.
Security codes . . . . . . . . . . . . . . . . . . . . . CUSIP: 65535HBK4
ISIN: US65535HBK41
Common Code: 256458012

S-7

General Terms of the Notes
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nomura Holdings, Inc.
Notes offered . . . . . . . . . . . . . . . . . . . . . . We will offer each series of the Notes set forth on the cover page ofthis prospectus supplement and in accordance with the terms set forthelsewhere in this prospectus supplement and the accompanying
prospectus.
Issue date . . . . . . . . . . . . . . . . . . . . . . . . . January 11, 2023.
Ranking of the Notes . . . . . . . . . . . . . . . . Each series of the Notes will be direct, unconditional, unsubordinatedand unsecured obligations of Nomura Holdings, Inc. and rank paripassu and without preference among themselves and with all otherunsecured obligations, other than subordinated obligations of Nomura
Holdings, Inc. (except for statutorily preferred exceptions) from time
to time outstanding. See also “Risk Factors—Risks Relating to theNotes—The Notes will be structurally subordinated to indebtedness
and other liabilities of our subsidiaries, including Nomura Securities
Co., Ltd. and Nomura Financial Products & Services, Inc.” and otherrisk factors in relation to TLAC regulations in the same section of thisprospectus supplement.
Minimum denomination . . . . . . . . . . . . . Each series of the Notes will be in denominations of $200,000 and
integral multiples of $1,000 in excess thereof. No Notes will be soldin the offering to any purchaser unless the purchaser purchases atleast $200,000 in principal amount of a series of the Notes.
Additional amounts . . . . . . . . . . . . . . . . . The Japanese government may require us to withhold or deduct
amounts from payments on the principal (and premium, if any) orinterest on the Notes, as the case may be, for taxes, duties,
assessments or governmental charges. If a withholding or deductionof this type is required, we may be required to pay the Noteholders anadditional amount so that the net amounts that the Noteholders
receive after such withholding or deduction will be the amountspecified in the Notes to which the Noteholders are entitled. Payments
will be made without withholding or deduction for or on account ofany present or future taxes, duties, assessments or governmental
charges of whatever nature imposed or levied by or on behalf ofJapan or any authority thereof or therein, unless such withholding or
deduction is required by law. See “Taxation—Japanese Taxation” and“Description of Senior Debt Securities—Payment of Additional
Amounts” in the accompanying prospectus.
References to principal (and premium, if any) and interest in respectof the Notes will be deemed to include any additional amounts due
which may be payable in respect of the principal (or premium, if any)or interest.
Optional tax redemption . . . . . . . . . . . . . In the event of changes to Japanese withholding tax law after the dateof this prospectus supplement, and in other limited circumstances that
require us to pay additional amounts, as described in “Description of

S-8

Senior Debt Securities—Payment of Additional Amounts” in theaccompanying prospectus, we may, subject to prior confirmation of
the FSA (if such confirmation is required under the Financial
Instruments and Exchange Act or any other applicable laws andregulations then in effect), call all, but not less than all, of the relevant
series of the Notes for redemption. The Notes will not otherwise beredeemable by Nomura Holdings, Inc. prior to the stated maturity.
If we call the Notes, we must pay the Noteholders 100% of theirprincipal amount. We will also pay the Noteholders accrued but
unpaid interest through but not including the date fixed forredemption and any related additional amounts due on the date fixed
for redemption. The Notes will stop bearing interest on theredemption date, even if the Noteholders do not collect their money.
We will give notice to the depositary of any redemption we propose
to make at least 45 days, but not more than 60 days, before theredemption date. Notice by the depositary to participating institutions
and by these participants to street name holders of indirect interests in
the Notes will be made according to arrangements among them andmay be subject to statutory or regulatory requirements.
See “Description of Senior Debt Securities—Optional
Redemption” in the accompanying prospectus.

Tax

Use of proceeds . . . . . . . . . . . . . . . . . . . . We intend to use the net proceeds from the sales of the Notes forloans to our subsidiaries, including Nomura Securities Co., Ltd.,
which will use such funds for their general corporate purposes.
Limitation on actions for attachment . . . Each Noteholder and the Trustee acknowledge, accept, consent andagree, for a period of 30 days from and including the date upon which
the Prime Minister of Japan confirms that specified item 2 measures(tokutei dai nigō sochi), which are the measures set forth in Article
126-2, Paragraph 1, Item 2 of the Deposit Insurance Act of Japan (ActNo. 34 of 1971, as amended, the “Deposit Insurance Act”) (or any
successor provision thereto), need to be applied to us, not to initiate
any action to attach any of our assets, the attachment of which has
been prohibited by designation of the Prime Minister of Japanpursuant to Article 126-16 of the Deposit Insurance Act (or any
successor provision thereto). See “Description of Senior Debt
Securities—Limitation on Actions for Attachment” in theaccompanying prospectus.
Permitted transfer of assets or
liabilities . . . . . . . . . . . . . . . . . . . . . . . Each Noteholder and the Trustee acknowledge, accept, consent andagree to any transfer of our assets (including shares of our
subsidiaries) or liabilities, or any portions thereof, with permission ofa Japanese court in accordance with Article 126-13 of the Deposit
Insurance Act (or any successor provision thereto), including any
such transfer made pursuant to the authority of the Deposit Insurance
Corporation of Japan (the “Deposit Insurance Corporation”) to
represent and manage and dispose of our assets under Article 126-5 of
the Deposit Insurance Act (or any successor provision thereto), andthat any such transfer shall not constitute a sale, assignment, transfer,S-9

lease or conveyance of our properties or assets for the purpose ofcertain requirements as set forth in “Description of Senior Debt
Securities—Permitted Transfer of Assets or Liabilities” in theaccompanying prospectus.
Limited rights to set off . . . . . . . . . . . . . . Subject to applicable law, each Noteholder, by the acceptance of any
interest in the Notes, agrees that, if (a) we shall institute proceedings
seeking adjudication of bankruptcy or seeking reorganization underthe Bankruptcy Act of Japan (Act No. 75 of 2004, as amended, the“Bankruptcy Act”), the Civil Rehabilitation Act of Japan (ActNo. 225 of 1999, as amended, the “Civil Rehabilitation Act”), theCorporate Reorganization Act of Japan (Act No. 154 of 2002, as
amended, the “Corporate Reorganization Act”), the Companies Act ofJapan (Act No. 86 of 2005, as amended, the “Companies Act”) or any
other similar applicable law of Japan, and as long as such proceedings
shall have continued, or a decree or order by any court having
jurisdiction shall have been issued adjudging us bankrupt or insolvent
or approving a petition seeking reorganization under any such laws,
and as long as such decree or order shall have continued undischarged
or unstayed, or (b) our liabilities exceed, or may exceed, our assets, or
we suspend, or may suspend, repayment of our obligations, it will not,and waives its right to, exercise, claim or plead any right of set off,compensation or retention in respect of any amount owed to it by us
arising under, or in connection with, the Notes or the Indenture. See“Description of Senior Debt Securities—Limited Rights to Set Off by
Holders of Senior Debt Securities” in the accompanying prospectus.
Settlement . . . . . . . . . . . . . . . . . . . . . . . . Each series of the Notes will initially be issued only in book-entry
form through the facilities of DTC for the accounts of its participants.
Fully registered global notes (the “Global Notes”), without coupons,
representing the total aggregate principal amount of the Notes will be
issued and registered in the name of a nominee for DTC, securities
depositary for the Notes. Unless and until the Notes in definitive
certificated form (“Definitive Notes”) are issued, the only Noteholder
will be the nominee of DTC, or the nominee of a successor
depositary. Except as described in this prospectus supplement, abeneficial owner of any interest in a Global Note will not be entitled
to receive physical delivery of Definitive Notes. Accordingly, eachbeneficial owner of any interest in a Global Note must rely on theprocedures of DTC to exercise any rights under the Notes.
Governing law . . . . . . . . . . . . . . . . . . . . . The Notes will be, and the Indenture is, governed by, and construed inaccordance with, the laws of the State of New York.
Listing and trading . . . . . . . . . . . . . . . . . Approval in-principle has been received for the listing and quotationof the Notes on the SGX-ST. The SGX-ST assumes no responsibility
for the correctness of any statements made, opinions expressed orreports contained herein. Approval in-principle for the listing andquotation of the Notes on the SGX-ST is not to be taken as anindication of the merits of Nomura Holdings, Inc., its subsidiaries andassociated companies or the Notes.

S-10

So long as the Notes are listed on the SGX-ST and the rules of the
SGX-ST so require, Nomura Holdings, Inc. will appoint and maintaina paying agent in Singapore, where the Notes may be presented or
surrendered for payment or redemption, in the event that a Global
Note is exchanged for Definitive Notes in certificated form. In
addition, in the event that a Global Note is exchanged for Definitive
Notes in certificated form, an announcement of such exchange shallbe made by or on behalf of Nomura Holdings, Inc. through the
SGX-ST and such announcement will include all material information
with respect to the delivery of the Definitive Notes in certificatedform, including details of the paying agent in Singapore.
The Notes will be traded on the SGX-ST in a minimum board lot sizeof $200,000 for so long as any of the Notes are listed on the SGX-ST
and the rules of the SGX-ST so require.
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . Citibank, N.A.
Paying agent, transfer agent, registrar
and authenticating agent . . . . . . . . . . . Citibank, N.A., London Branch
Delivery of the Notes . . . . . . . . . . . . . . . We expect that delivery of the Notes will be made to investors on or
about January 11, 2023, which is the fifth New York business day
following the date of pricing of the Notes. Under Rule 15c6-1 of the
Exchange Act, trades in the secondary market generally are required
to settle in two business days unless the parties to any such trade
expressly agree otherwise. Accordingly, purchasers who wish to trade
the Notes prior to the delivery of the Notes may be required, by virtueof the fact that the Notes initially will settle five New York businessdays after pricing of the Notes, to specify an alternate settlement
cycle at the time of any such trade to prevent failed settlement andshould consult their own advisors.
Conflicts of interest . . . . . . . . . . . . . . . . . Nomura Securities International, Inc., which is acting as one of therepresentatives of the underwriters in this offering, is an affiliate ofours and, as a result, has a “conflict of interest” within the meaning ofRule 5121 of the Financial Industry Regulatory Authority, Inc.
(FINRA) (“Rule 5121”). Accordingly, this offering is being
conducted in compliance with the provisions of Rule 5121. Because
this offering is of notes that are rated investment grade, pursuant toRule 5121, the appointment of a “qualified independent underwriter”
is not necessary. See “Underwriting (Conflicts of Interest)”.

S-11

RISK FACTORS
Investing in the Notes involves risks. You should consider carefully the risks relating to the Notes
described below, as well as the other information presented in, or incorporated by reference into, this prospectus
supplement and the accompanying prospectus, before you decide whether to invest in the Notes. If any of theserisks actually occurs, our business, financial condition and results of operations could suffer, and the trading
price and liquidity of the Notes offered could decline, in which case you may lose all or part of your investment.
The following does not describe all the risks of an investment in the Notes. Prospective investors should consult
their own financial and legal advisers about risks associated with investment in a particular series of Notes andthe suitability of investing in the Notes in light of their particular circumstances.
This prospectus supplement and the accompanying prospectus also contain forward-looking statementsthat involve risks and uncertainties. Our actual results could differ materially from those anticipated in theseforward-looking statements as a result of various factors, including the risks described below, elsewhere in thisprospectus supplement and in “Item 3. Key Information—D. Risk Factors” of our most recent annual report on
Form 20-F which is incorporated herein by reference.
Risks Relating to Our Business
For information on risks relating to our business, see “Item 3. Key Information—D. Risk Factors” in our
most recent annual report on Form 20-F and similar information in any other documents incorporated byreference herein.
Risks Relating to the Notes
The Notes will be structurally subordinated to indebtedness and other liabilities of our subsidiaries, including
Nomura Securities Co., Ltd. and Nomura Financial Products & Services, Inc.
Your claim as a Noteholder is structurally subordinated to the liabilities of our subsidiaries, including
our subsidiaries’ liabilities for collateralized financing, borrowed money, derivative and trading liabilities andpayables and deposits. As a Noteholder, you will only be entitled to assert a claim as a creditor of Nomura
Holdings, Inc. that is to be paid out of Nomura Holdings, Inc.’s assets. If any of our subsidiaries becomes subject
to insolvency or liquidation proceedings, you will have no right to proceed against such subsidiary’s assets.
We are a holding company that currently has no significant assets other than our investments in, or loans
to, our subsidiaries, including Nomura Securities Co., Ltd. and Nomura Financial Products & Services, Inc. Ourability to service our debt obligations, including our obligations under the Notes, thus depends on the dividends,
loan payments and other funds that we receive from our subsidiaries. We may not be able to receive such funds
from our subsidiaries due to adverse changes in their financial performance or material deterioration in theirfinancial condition, restrictions imposed as a result of such adverse change or deterioration by relevant laws andregulations, including loss absorption requirements, limitations under the Financial Instruments and ExchangeAct, general corporate law, or any contractual obligations applicable to such subsidiaries. Furthermore, if a
subsidiary becomes subject to insolvency or liquidation proceedings, our right to participate in such subsidiary’s
assets will be subject to the prior claims of the creditors and any preference shareholders of the subsidiary, except
where we are a creditor or preference shareholder with claims that are recognized to be ranked either ahead of orpari passu with such claims. As a result, you may not recover your investment in the Notes in full or at all eventhough the investors in or creditors of our subsidiaries may recover their investments in full.
Our loans to, or investments in capital instruments issued by, our subsidiaries made or to be made with
the net proceeds from the sale of our instruments may contain contractual mechanisms that, upon the occurrenceof a trigger event relating to prudential or financial condition or other events applicable to us or our subsidiaries
under regulatory requirements, including the Internal TLAC (as defined below) requirements in Japan, will result
S-12

in a write-down, write-off or conversion into equity of such loans or investments, or other changes in the legal or
regulatory form or the ranking of the claims that we have against such subsidiaries. For example, to ensure thateach of our material subsidiaries in Japan, as designated by the FSA as being systemically important, maintains
the required minimum level of Internal TLAC under the Internal TLAC requirements in Japan, we may extend tosuch subsidiaries, using the net proceeds from the sale of the Notes and other debt instruments, subordinatedloans that qualify as Internal TLAC instruments pursuant to the Internal TLAC requirements in Japan, including
those containing contractual loss absorption provisions (“Contractual Loss Absorption Provisions”) that willdischarge or extinguish the loans or convert them into equity of the subsidiaries if the FSA determines that therelevant subsidiaries are non-viable due to material deterioration in their financial condition after recognizingthat they are, or are likely to be, unable to fully perform their obligations with their assets, or that they havesuspended, or are likely to suspend, repayment of their obligations, by issuing an order concerning restoration offinancial soundness, including recapitalization and restoration of liquidity of such subsidiaries, to us under
Article 57-19, Paragraph 1 of the Financial Instruments and Exchange Act. Any such write-down, write-off orconversion into equity, or changes in the legal or regulatory form or the ranking, or the triggering of Contractual
Loss Absorption Provisions, could adversely affect our ability to obtain repayment of such loans and investments
and to meet our obligations under the Notes as well as the value of the Notes.
The Notes may become subject to loss absorption if we become subject to orderly resolution measures under
the Deposit Insurance Act and Japanese insolvency laws. As a result, the value of the Notes could bematerially adversely affected, and you may lose all or a portion of your investments.
In November 2015, the Financial Stability Board (the “FSB”) published the final Total Loss-Absorbing
Capacity standard (“TLAC standard”) for global systemically important banks (“G-SIBs”). The FSB’s TLAC
standard is designed to ensure that, if a G-SIB fails, it has sufficient loss-absorbing and recapitalization capacity
available in resolution to implement an orderly resolution that minimizes the impact on financial stability,
thereby ensuring the continuity of critical functions and avoiding exposing public funds to loss. The FSB’s
TLAC standard defines a minimum requirement for the instruments and liabilities that should be readily
available to absorb losses in resolution. In April 2016, the FSA published its policy (the “FSA Approach”)
describing its approach and framework for the introduction of the TLAC standard in Japan for Japanese G-SIBs,
which consist of the three so-called “mega-banks” in Japan. In April 2018, the FSA published a revised versionof the FSA Approach that extended the coverage of the TLAC standard in Japan to certain domestic systemicallyimportant banks (“D-SIBs”) that are deemed (i) of particular need for a cross-border resolution arrangement and(ii) of particular systemic significance to Japanese financial system if they fail. In the revised FSA Approach, weand the Japanese G-SIBs (each a “TLAC Covered SIB” and collectively the “TLAC Covered SIBs”) would be
subject to the TLAC requirements in Japan. In the revised FSA Approach, the FSA also expressed its view that
Single Point of Entry (“SPE”) resolution, in which resolution powers are applied to the top of a group by a single
national resolution authority (i.e., the FSA), would be the preferred strategy for resolution of TLAC Covered
SIBs. In March 2019, the FSA published regulatory notices, regulatory guidelines and related materials to
implement the TLAC standard in Japan. The TLAC standard set forth in these FSA documents (the “Japanese
TLAC Standard”), which became applicable to three Japanese G-SIBs from March 31, 2019, and became
applicable to us from March 31, 2021, requires Domestic Resolution Entities (as defined below) designated for
the TLAC Covered SIBs to meet certain minimum external TLAC requirements and to cause any of theirmaterial subsidiaries in Japan, as designated by the FSA as being systemically important, to maintain a certain
minimum level of capital and debt having internal loss-absorbing and recapitalization capacity (together with theinternal loss-absorbing and recapitalization capacity that foreign subsidiaries are required to maintain under the
FSB’s TLAC standard or similar requirements in the relevant jurisdictions, “Internal TLAC”). In keeping with its
stated preference for SPE resolution, the FSA designated as resolution entities in Japan (the “Domestic
Resolution Entities”) the ultimate holding company in Japan of each TLAC Covered SIB. Under the Japanese
TLAC Standard, the FSA designated Nomura Holdings, Inc., as the Domestic Resolution Entity for the Nomura
group, which is subject to the external TLAC requirements in Japan, and also designated the Nomura Securities
Co., Ltd. and Nomura Financial Products & Services, Inc., as our material subsidiaries in Japan, which are
subject to the Internal TLAC requirements in Japan. Under the Japanese TLAC Standard, unsecured senior debt
S-13

issued by the Domestic Resolution Entity for a TLAC Covered SIB is not required to include any contractual
write-down, write-off or conversion provisions in order to qualify as external TLAC debt. In addition, unsecured
senior debt issued by the Domestic Resolution Entity for a TLAC Covered SIB is not required to include any
subordination provisions in order to qualify as external TLAC debt, so long as the Domestic Resolution Entity’s
creditors are recognized as structurally subordinated to the creditors of its subsidiaries and affiliates by the FSA
on the grounds that the amount of excluded liabilities as defined in the Japanese TLAC Standard of such
Domestic Resolution Entity ranking pari passu or junior to its unsecured senior liabilities does not exceed 5% of
its external TLAC in principle, while the Internal TLAC incurred by material subsidiaries of a TLAC Covered
SIB is required to include the Contractual Loss Absorption Provisions and to be subordinated to such entity’s
excluded liabilities. The Notes are intended to qualify as external TLAC debt under the Japanese TLAC Standard
due in part to their structural subordination.
The Notes are expected to become subject to loss absorption if we become subject to orderly resolution
measures under the Deposit Insurance Act and Japanese insolvency laws. The resolution framework for financial
institutions under current Japanese laws and regulations includes (i) measures applied to financial institutions thatare solvent on a balance sheet basis and (ii) orderly resolution measures applied to financial institutions that havefailed or are deemed likely to fail. The framework applies to banks and certain other financial institutions as wellas financial holding companies, such as us. As noted above, in the revised FSA Approach published in April
2018, the FSA has expressed its view that SPE resolution would be the preferred strategy for resolution of the
TLAC Covered SIBs. However, it is uncertain what resolution strategy or specific measures will be taken in agiven case, and orderly resolution measures may be applied without implementing any of the measures describedin (i) above. Under a possible model of SPE resolution described in the Japanese TLAC Standard, if the FSA
determines that a material subsidiary in Japan of a financial institution which is subject to the Japanese TLAC
Standard under the Financial Instruments and Exchange Act, including Nomura Holdings, Inc. is non-viable due
to material deterioration in its financial condition after recognizing that it is, or is likely to be, unable to fully
perform its obligations with its assets, or that it has suspended, or is likely to suspend, repayment of its
obligations, by issuing an order concerning restoration of financial soundness, including recapitalization andrestoration of liquidity of such material subsidiary, to the Domestic Resolution Entity for the financial institution
under Article 57-19, Paragraph 1 of the Financial Instruments and Exchange Act, the material subsidiary’s
Internal TLAC instruments will be written down or written off or, if applicable, converted into equity inaccordance with the applicable Contractual Loss Absorption Provisions of such Internal TLAC instruments.
Following the write-down, write-off or conversion of Internal TLAC instruments, if the Prime Minister of Japan
recognizes that the financial institution is, or is likely to be, unable to fully perform its obligations with its assets,or that it has suspended, or is likely to suspend, repayment of its obligations, as a result of the financial
institution’s loans to, or other investment in, its material subsidiaries in Japan, as designated by the FSA as being
systemically important, or foreign subsidiaries that are subject to TLAC requirements or similar requirements
imposed by a relevant foreign authority, becoming subject to loss absorption or otherwise, and further recognizes
that the failure of such financial institution is likely to cause a significant disruption to the Japanese financial
market or system, the Prime Minister of Japan may, following deliberation by the Financial Crisis Management
Meeting, confirm that measures set forth in Article 126-2, Paragraph 1, Item 2 of the Deposit Insurance Act (orany successor provision thereto), generally referred to as specified item 2 measures (tokutei dai nigō sochi), need
to be applied to the financial institution for its orderly resolution. Any such confirmation by the Prime Ministerof Japan would also trigger the point of non-viability clauses of Additional Tier 1 and Tier 2 instruments issued
by the financial institution, causing such instruments to be written down or written off, or if applicable, converted
into equity.
Under current Japanese laws and regulations, upon the application of specified item 2 measures (tokutei
dai nigō sochi), a financial institution will be placed under special supervision (tokubetsu kanshi) by, or if thePrime Minister of Japan so orders, under special control (tokutei kanri) of, the Deposit Insurance Corporation. In
an orderly resolution, if the financial institution is placed under special control (tokutei kanri), pursuant to Article
126-5 of the Deposit Insurance Act (or any successor provision thereto), the Deposit Insurance Corporation
would control the operation and management of the financial institution’s business, assets and liabilities,
S-14

including the potential transfer to a bridge financial institution established by the Deposit Insurance Corporation
as its subsidiary, or such other financial institution as the Deposit Insurance Corporation may determine, of thefinancial institution’s systemically important assets and liabilities, which in our case would be expected toinclude the shares of Nomura Securities Co., Ltd., Nomura Financial Products & Services, Inc. and any of ourother material subsidiaries in Japan that are designated as systemically important by the FSA. Under the Japanese
TLAC Standard, to facilitate that transfer, the Prime Minister of Japan may prohibit by its designation creditorsof the financial institution from attaching any of our assets and claims which are to be transferred to a bridgefinancial institution or another financial institution pursuant to Article 126-16 of the Deposit Insurance Act (orany successor provision thereto). See also “Item 4. Information on the Company— B. Business Overview—
Regulation—Japan” in our most recent annual report on Form 20-F, which is incorporated herein by reference. In
addition, with respect to the Notes, given that they are governed by the laws of the State of New York, the termsof the Notes will, in order to satisfy the requirements under the Japanese TLAC Standard, expressly limit theability of the Noteholders to initiate any action to attach any of our assets, the attachment of which is so
prohibited by the Prime Minister of Japan under Article 126-16 of the Deposit Insurance Act (or any successor
provision thereto) for a period of 30 days from and including the date upon which the Prime Minister of Japan
confirms that specified item 2 measures (tokutei dai nigō sochi) need to be applied to us. See “Description of
Senior Debt Securities—Limitation on Actions for Attachment” in the accompanying prospectus. The value of
assets subject to a prohibition of attachment may decline while such prohibition is in effect, and following such
period, Noteholders will be unable to attach any assets that have been transferred to a bridge financial institution
or such other financial institution as part of our orderly resolution. The Deposit Insurance Corporation would also
control the repayment of liabilities of the financial institution, and, ultimately, facilitate the orderly resolution of
the financial institution through court-administrated insolvency proceedings. The Deposit Insurance Corporation
has broad discretion in its application of these measures in accordance with the Deposit Insurance Act, Japaneseinsolvency laws and other relevant laws.
Under current Japanese laws and regulations, if we become subject to specified item 2 measures (tokutei
dai nigō sochi), the application of specified item 2 measures (tokutei dai nigō sochi) or other measures by, or any
decision of, the Prime Minister of Japan, the Deposit Insurance Corporation or a Japanese court may result inyour rights as a Noteholder or the value of your investment in the Notes being adversely affected. Under theJapanese TLAC Standard, it is currently expected that the Notes will not be transferred to a bridge financial
institution or other transferee in the orderly resolution process but will remain as our liabilities subject to courtadministered insolvency proceedings. On the other hand, in an orderly resolution process, the shares of ourmaterial subsidiaries may be transferred to a bridge financial institution or other transferee, pursuant to theauthority of the Deposit Insurance Corporation to represent and manage and dispose of our assets under Article
126-5 of the Deposit Insurance Act (or any successor provision thereto), with permission of a Japanese court inaccordance with Article 126-13 of the Deposit Insurance Act (or any successor provision thereto), which
permission may be granted by court in accordance with the Deposit Insurance Act if (i) the financial institution isunder special supervision (tokubetsu kanshi) by, or under special control (tokutei kanri) of, the Deposit Insurance
Corporation pursuant to the Deposit Insurance Act, and (ii) the financial institution is, or is likely to be, unable tofully perform its obligations with its assets, or the financial institution has suspended, or is likely to suspend,
repayment of its obligations, and we would only be entitled to receive consideration representing the fair valuesof such shares, which could be significantly less than the book values of such shares. With respect to suchtransfer, given that the Notes are governed by the laws of the State of New York, in order to satisfy therequirements under the Japanese TLAC Standard, Noteholders expressly acknowledge, accept, consent and agree
to any transfer of our assets (including shares of our subsidiaries) or liabilities, or any portions thereof, withpermission of a Japanese court in accordance with Article 126-13 of the Deposit Insurance Act (or any successor
provision thereto), including any such transfer made pursuant to the authority of the Deposit Insurance
Corporation to represent and manage and dispose of our assets under Article 126-5 of the Deposit Insurance Act(or any successor provision thereto). See “Description of Senior Debt Securities—Permitted Transfer of Assets
or Liabilities” in the accompanying prospectus. Following such transfer, the recoverable value of our residual
assets in court-administered insolvency proceedings may not be sufficient to fully satisfy any payment
obligations that we may have under our liabilities, including the Notes. Moreover, the Notes will not be insured
S-15

or guaranteed by the Deposit Insurance Corporation or any other government agency or insurer. Accordingly, theNoteholders may lose all or a portion of their investments in the Notes in court-administered insolvency
proceedings.
The circumstances surrounding or triggering orderly resolution are unpredictable, and the Japanese TLAC
Standard is subject to change.
The application of orderly resolution under the Deposit Insurance Act is inherently unpredictable anddepends on a number of factors that may be beyond our control. The commencement of the orderly resolution
process under the Deposit Insurance Act depends on, among other things, a determination by the Prime Ministerof Japan, following deliberation by the Financial Crisis Management Meeting, regarding our viability, or theviability of one or more of our subsidiaries, and the risk that their failures may cause a significant disruption to
the financial market or systems in Japan. Under the Japanese TLAC Standard, it is possible that specified item 2
measures (tokutei dai nigō sochi) may be applied to us as a result of, among other things, absorption of losses by
us on our loans to, or investments in, or any other Internal TLAC of, Nomura Securities Co., Ltd., Nomura
Financial Products & Services, Inc. or any of our other material subsidiaries or sub-groups in Japan that aredesignated as systemically important by the FSA, or any of our foreign subsidiaries that are subject to TLAC
requirements or similar requirements imposed by a relevant foreign authority, prior to the failure of such
subsidiary, pursuant to the terms of such loans, investments or other Internal TLAC or in accordance withapplicable Japanese or foreign laws or regulations then in effect. However, under the Japanese TLAC Standard,
the actual measures to be taken will be determined by the relevant authorities on a case-by-case basis, and, as aresult, it may be difficult to predict when, if at all, we may become subject to an orderly resolution process.
Accordingly, the market value of the Notes may not necessarily be evaluated in a manner similar to other typesof notes issued by non-financial institutions or by financial institutions subject to different regulatory regimes.
For example, any indication that we are approaching circumstances that could result in us becoming subject to anorderly resolution process could also have an adverse effect on the market price and liquidity of the Notes.
In addition, there has been no application of the orderly resolution measures under the Deposit
Insurance Act described in this prospectus supplement to date. Such measures are untested and will be subject tointerpretation and application by the relevant authorities in Japan. It is uncertain how and under what standards
the relevant authorities would determine that we are, or are deemed likely to be, unable to fully perform ourobligations with our assets, or that we have suspended, or are deemed likely to suspend, repayment of ourobligations in determining whether to commence an orderly resolution process, and it is possible that particular
circumstances that seem similar may lead to different results. In addition, the sequence and specific actions thatwill be taken in connection with orderly resolution measures and their impact on the Notes are uncertain. It isalso uncertain whether a sufficient amount of assets will ultimately be available to the Noteholders. Our
creditors, including the Noteholders, may encounter difficulty in challenging the application of orderly resolution
measures to us.
The Japanese TLAC Standard requires us to maintain external TLAC eligible instruments in an amount
not less than 16% of our consolidated risk-weighted assets and 6% of the applicable Basel III consolidated
leverage ratio denominator starting from March 31, 2021, and not less than 18% of our consolidated riskweighted assets and 6.75% of the applicable Basel III consolidated leverage ratio denominator starting fromMarch 31, 2024. In addition, under the Japanese TLAC Standard, our access to Japan’s deposit insurance fundreserves qualifies as TLAC in the amount equivalent to 2.5% of our consolidated risk-weighted assets fromMarch 31, 2021 and 3.5% of our consolidated risk-weighted assets from March 31, 2024. Although we expect theNotes to qualify as external TLAC debt under the Japanese TLAC Standard, due in part to their structural
subordination, there is no assurance that the Notes will qualify as such, which could affect our ability to meet theminimum TLAC requirements and subject us to potential adverse regulatory action. In addition, the Japanese
TLAC Standard may be subject to change and, if such changes occur, we may need to issue debt instruments inthe future with terms that differ from those of the Notes, which in turn could adversely affect the value of theNotes.
S-16

The Notes are unsecured obligations.
Because the Notes are unsecured obligations, their repayment may be compromised if:•

we enter into bankruptcy, liquidation, rehabilitation or other winding-up proceedings;•

we default in payment under our secured indebtedness or other unsecured indebtedness; or•

any of our indebtedness is accelerated.

If any of these events occurs, our assets may not be sufficient to pay amounts due on the Notes.
A portion of our other debt is secured by our assets. In addition, as is common with most Japanese
corporations, our loan agreements relating to short-term and long-term debt with Japanese banks and someinsurance companies require that we provide collateral for the benefit of the lenders at any time upon request by
the lenders if it has become necessary to protect their loan receivables. Lenders whose loans constitute a majorityof our indebtedness have the right to make such request. Although we have not received any requests of this kindfrom our lenders, there can be no assurance that our lenders will not request us to provide such collateral in the
future. Most of these loan agreements, and some other loan agreements, contain rights of the lenders to offset
cash deposits held by them against loans to us under specified circumstances. Whether the provisions in our loan
agreements and debt arrangements described above can be enforced will depend upon factual circumstances.
However, if they are enforced, the secured claims of these lenders and banks would, by virtue of such security,
have priority over our assets and would rank senior to the claims of holders of the Notes.
The ratings of the Notes may change after issuance of the Notes, and those changes may have an adverse
effect on the market prices and liquidity of the Notes.
We intend to apply for credit ratings for the Notes. Our credit ratings may not reflect the potential
impact of all risks relating to the market value of the Notes. However, real or anticipated changes in our credit
ratings will generally affect the market value of the Notes.
In addition, other rating agencies may assign credit ratings to the Notes with or without any solicitationfrom us and without any provision of information from us. A rating is not a recommendation to buy, sell or holdsecurities and may be subject to revision, suspension or withdrawal. The assignment of new ratings that are lower
than existing ratings, or a downgrade or potential downgrade in the ratings assigned to us, our subsidiaries or anyof our respective securities could reduce the scope of potential investors in the Notes and adversely affect theprice and liquidity of the Notes. We have no obligation to inform Noteholders of any such downgrade,suspension, withdrawal or revision.
There are no prior markets for the Notes and if markets develop, they may not be liquid.
Although approval in-principle has been received for the listing and quotation of the Notes on the
SGX-ST, there can be no assurance that any liquid markets for the Notes will ever develop or be maintained. The
underwriters have informed us that they currently intend to make a market in each series of the Notes following
the offering. However, the underwriters have no obligation to make a market in the Notes and they may stop at
any time. Further, there can be no assurance as to the liquidity of any markets that may develop for the Notes or
the prices at which you will be able to sell your Notes, if at all. Future trading prices of the Notes will depend on
many factors, including:•prevailing interest rates;•

our financial condition and results of operations;
S-17

•

the then-current ratings assigned to the Notes;•

the market for similar securities; and•general economic conditions.

Any trading markets that develop would be affected by many factors independent of and in addition to
the foregoing, including the time remaining to the maturity of the Notes; the outstanding amount of the Notes;
and the level, direction and volatility of market interest rates generally.
The Indenture and the Notes contain very limited restrictive covenants and provide limited protection in theevent of a change in control.
The Indenture in respect of the Notes and the Notes do not contain any financial covenants or otherrestrictions on our ability to pledge or dispose of assets or to secure other indebtedness, pay dividends on ourshares of common stock, incur indebtedness or our ability to issue new securities or repurchase our outstanding
securities. These or other actions by us could adversely affect our ability to pay amounts due on the Notes. In
addition, the Indenture and the Notes do not contain any covenants or other provisions that afford more thanlimited protection to Noteholders in the event of a change in control. See “Description of Senior Debt
Securities—Mergers and Similar Transactions” in the accompanying prospectus.

S-18

USE OF PROCEEDS
We expect to receive a total of approximately $1,891 million in net proceeds from this offering, after
deducting underwriting commissions and estimated offering expenses payable by us. We intend to use the net
proceeds from the sales of the Notes for loans to our subsidiaries, including Nomura Securities Co., Ltd., which
will use such funds for their general corporate purposes.

S-19

CAPITALIZATION AND INDEBTEDNESSThe following table sets forth our consolidated capitalization and indebtedness as of September 30,
2022, presented in accordance with U.S. GAAP, as adjusted to give effect to the offering of the Notes. You
should read this table in conjunction with the consolidated financial statements and related notes incorporated byreference in this prospectus supplement.
As of September 30, 2022
ActualAs Adjusted(millions of yen)

Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes being issued(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NHI shareholders’ equity:
Common stock—no par value(Authorized: 6,000,000,000 shares;
Issued: 3,233,562,601 shares;
Outstanding: 3,001,173,885 shares) . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income . . . . . . . . . . . . . . . . . .
Common stock held in treasury, at cost
(232,388,716 shares) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥1,273,660
10,094,650—¥

1,273,660
10,094,650
274,949

594,493687,297
1,608,564
392,490

594,493687,297
1,608,564
392,490(119,870)(119,870)

Total NHI shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,162,974

3,162,974

Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

64,32764,327

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,227,301

3,227,301

Total Capitalization and Indebtedness . . . . . . . . . . . . . . .

¥14,595,611¥

14,870,560

Note:
(1)

The Notes being issued have been translated to Japanese yen for the purposes of this table at the following foreign currency
exchange rate: ¥144.71 per $1.00, the noon buying rate in New York City for cable transfers in foreign currencies as certified forcustoms purposes by the Federal Reserve Bank of New York as of September 30, 2022.

Except as disclosed above, there has been no material change in our consolidated capitalization andindebtedness since September 30, 2022.

S-20

SELECTED FINANCIAL AND OTHER INFORMATION
The following table presents selected financial information as of and for the fiscal years ended
March 31, 2018, 2019, 2020, 2021 and 2022, which is derived from our consolidated financial statements as ofand for the same fiscal years, and as of and for the six-months ended September 30, 2021 and 2022, which isderived from our unaudited interim consolidated financial statements as of and for the same periods. These
financial statements are prepared in accordance with U.S. GAAP. Certain reclassifications of previously reported
amounts have been made to conform to the current year presentation.
The consolidated financial statements of Nomura Holdings, Inc. included in our most recent annual
report on Form 20-F for the fiscal year ended March 31, 2022, which is incorporated herein by reference, havebeen audited in accordance with the standards of the Public Company Accounting Oversight Board (UnitedStates) by Ernst & Young ShinNihon LLC, our independent registered public accounting firm.
You should read the U.S. GAAP selected consolidated financial information presented below together with
the information included in “Item 5. Operating and Financial Review and Prospects” and the audited consolidated
financial statements, including the notes thereto, in our most recent annual report on Form 20-F, which is incorporated
herein by reference, and the information included in our current reports on Form 6-K dated November 18, 2022 andDecember 16, 2022, which are incorporated herein by reference and which contain discussions of our interim operating
and financial review as of September 30, 2022 and for the six months ended September 30, 2021 and 2022. The
information presented below is qualified in its entirety by reference to that information.

2018

Fiscal year ended March 31,
2019
2020
2021

2022

Six months ended
September 30,
2021
2022

(millions of yen, except per share data, number of shares and percentages)
Statement of income data:
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 1,972,158 ¥ 1,835,118 ¥ 1,952,482 ¥ 1,617,235 ¥ 1,593,999 ¥Interest expense . . . . . . . . . . . . . . . . . . . . . . .
475,189
718,348664,653
215,363
230,109784,381 ¥112,240

943,820
326,834

Net revenue . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-interest expenses . . . . . . . . . . . . . . . . . . .

1,496,969
1,168,811

1,116,770
1,154,471

1,287,829
1,039,568

1,401,872
1,171,201

1,363,890
1,137,267

672,141
575,141

616,986
573,769

Income (loss) before income taxes . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . .

328,158
103,866(37,701)
57,010248,261
28,894

230,671
70,274

226,623
80,09097,00041,524

43,21726,081

Net income (loss) . . . . . . . . . . . . . . . . . . . . . .
Less: Net income attributable tonon-controlling interests . . . . . . . . . . . . . . .

224,292(94,711)219,367

160,397

146,533

55,476

17,136

4,949

5,731

2,369

7,281

3,537

3,776

(1,331)

216,998 ¥

153,116 ¥

142,996 ¥

51,700 ¥18,467

Net income (loss) attributable to NHI
shareholders . . . . . . . . . . . . . . . . . . . . . . . . ¥219,343 ¥ (100,442)¥

Balance sheet data (fiscal year end):
Total assets(1) . . . . . . . . . . . . . . . . . . . . . . . . . ¥40,343,947 ¥40,969,439 ¥43,999,815 ¥42,516,480 ¥43,412,156 ¥43,346,552 ¥51,531,980
Total NHI shareholders’ equity . . . . . . . . . . . 2,749,320 2,631,061 2,653,467 2,694,938 2,914,605 2,734,086 3,162,974
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,799,824 2,680,793 2,731,264 2,756,451 2,972,803 2,801,632 3,227,301
Common stock . . . . . . . . . . . . . . . . . . . . . . . .
594,493594,493594,493594,493594,493594,493594,493
Per share data:
Net income (loss) attributable to NHI
shareholders—basic . . . . . . . . . . . . . . . . . . ¥63.13 ¥
(29.90)¥67.76 ¥
50.11 ¥
46.68 ¥
16.76 ¥
6.13
Net income (loss) attributable to NHI
shareholders—diluted . . . . . . . . . . . . . . . . .
61.88(29.92)
66.20
48.63
45.23
16.25
5.91
Total NHI shareholders’ equity(2) . . . . . . . . . .
810.31
794.69873.26879.79965.80833.46
1,053.91
Cash dividends . . . . . . . . . . . . . . . . . . . . . . . .
20.00
6.00
20.00
35.00
22.00
8.00
5.00
Cash dividends in USD(3) . . . . . . . . . . . . . . . . $0.19 $
0.05 $
0.19 $
0.32 $
0.18 $
0.07 $
0.03
Weighted average number of shares outstanding(in thousands)(4) . . . . . . . . . . . . . . . . . . . . . . . 3,474,593 3,359,565 3,202,370 3,055,526 3,063,524 3,085,218 3,010,633
Other Data:
Return on equity(5) . . . . . . . . . . . . . . . . . . . . .
7.9%(3.7)%
8.2%
5.7%
5.1%
3.8%
1.2%
Notes:(1)

Due to the changes in our accounting policy which were adopted on April 1, 2018, certain reclassifications of previously reported
amounts have been made to the total assets as of March 31, 2018.

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(2)
(3)

(4)
(5)

Calculated using the number of shares outstanding at end of the respective fiscal year.
Calculated using the Japanese Yen—U.S. Dollar exchange rate as of the respective fiscal year end date utilizing the noon buying
rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of
New York.
The number shown is used to calculate basic earnings per share.
Calculated as net income (loss) attributable to NHI shareholders divided by the average total NHI shareholders’ equity at the
beginning and the end of the respective fiscal year. Return on equity for the six months ended September 30, 2021 and 2022 is
calculated on an annualized basis.

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DESCRIPTION OF THE NOTESThis section describes the specific financial and legal terms of the Notes and supplements the moregeneral description under “Description of Senior Debt Securities” in the accompanying prospectus. To theextent that the following description is inconsistent with the terms and provisions described under “Descriptionof Senior Debt Securities” in the accompanying prospectus, the following description replaces the description of
the general terms and provisions in the accompanying prospectus.
It is important for you to consider the information contained in the accompanying prospectus and thisprospectus supplement and any applicable pricing term sheet before deciding whether to invest in the Notes.
Whenever a defined term is referred to but not defined in this section, the definition of that term is contained in
the accompanying prospectus or in the Indenture referred to therein.
GeneralWe will offer the Notes under a senior debt indenture between us, as issuer, and Citibank, N.A., astrustee, dated as of January 16, 2020 (the “Indenture”). The Indenture is qualified under the Trust Indenture Actof 1939, as amended.
The Notes of each series will be issued only in fully registered form without coupons. The Notes will be
our direct, unconditional, unsubordinated and unsecured obligations and rank pari passu and without preference
among themselves and with all other unsecured obligations, other than our subordinated obligations (except for
statutorily preferred exceptions) from time to time outstanding.
We are a holding company and conduct substantially all of our operations through our subsidiaries. As aresult, claims of holders of the Notes will be structurally subordinated to claims of creditors of our subsidiaries.
In addition, we have been classified as one of the TLAC Covered SIBs, and the FSA has expressed its view that
SPE resolution would be the preferred strategy for resolution of the TLAC Covered SIBs. As a result, the Notes
are expected to become subject to loss absorption if we become subject to orderly resolution measures under theCompanies Act, the Financial Instruments and Exchange Act, the Deposit Insurance Act and Japanese insolvency
laws. These restrictions could prevent our subsidiaries from paying the cash to us that we need in order to makepayments under the Notes. See “Risk Factors—Risks Relating to the Notes—The Notes will be structurally
subordinated to indebtedness and other liabilities of our subsidiaries, including Nomura Securities Co., Ltd. andNomura Financial Products & Services, Inc.” and “Risk Factors—Risks Relating to the Notes—The Notes may
become subject to loss absorption if we become subject to orderly resolution measures under the Deposit
Insurance Act and Japanese insolvency laws. As a result, the value of the Notes could be materially adversely
affected, and you may lose all or a portion of your investments.”
The Notes will not be redeemable prior to maturity, except as set forth in “Description of Senior Debt
Securities—Optional Tax Redemption” in the accompanying prospectus, and will not be subject to any sinking
fund.
The Notes will be, and the Indenture is, governed by and construed in accordance with the laws of theState of New York.
The Notes will not, and the Indenture does not, contain any financial covenants or other restrictions on
the payment of dividends on shares of our common stock, the incurrence of unsecured indebtedness, or theissuance or repurchase of our securities. In addition, the Notes will not, and the Indenture does not, contain any
covenants or other provisions to afford protection to Noteholders in the event of a highly leveraged transaction ora change in control of Nomura Holdings, Inc.

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Principal, Maturity and Interest
The initial aggregate principal amount of the 3-year Notes, the 5-year Notes and the 10-year Notes is$600,000,000, $550,000,000 and $750,000,000, respectively. The 3-year Notes will mature on January 9, 2026,
the 5-year Notes will mature on January 18, 2028 and the 10-year Notes will mature on January 18, 2033. The
Notes of each series will be repaid at maturity at a price of 100% of the principal amount thereof. We will issue
the Notes in denominations of $200,000 and integral multiples of $1,000 in excess thereof.
The 3-year Notes will bear interest at the rate of 5.709% per annum, the 5-year Notes will bear interestat the rate of 5.842% per annum and the 10-year Notes will bear interest at the rate of 6.181% per annum, fromand including January 11, 2023 to but excluding the maturity date, payable semi-annually in arrears on thefollowing dates:•

January 9 and July 9 of each year, commencing on July 9, 2023 (short first coupon), in the caseof the 3-year Notes,•

January 18 and July 18 of each year, commencing on July 18, 2023 (long first coupon), in thecase of the 5-year Notes, and•January 18 and July 18 of each year, commencing on July 18, 2023 (long first coupon), in thecase of the 10-year Notes,

in each case, to the holders of record as at 5:00 p.m. (New York City time) on the day five Business Days
immediately preceding such interest payment date. Interest on the Notes will be computed on the basis of a360-day year consisting of twelve 30-day months (30/360 day count convention). If any payment is due on theNotes on any interest payment date, other than the maturity date, that is not a Business Day, payment will bemade on the day that is the next succeeding Business Day. If the maturity date with respect to any series of theNotes falls on a day that is not a Business Day, payments of principal and interest otherwise due on such day will
be made on the next succeeding Business Day. Payments postponed to the next succeeding Business Day in suchsituations will be treated under the Indenture as if they were made on the original due date. Postponement of thiskind will not result in a default under the Notes or the Indenture, and no interest will accrue on the postponed
amount from the original due date to the next succeeding Business Day.
A “Business Day” means a New York business day, a London business day and a Tokyo business day.
A “New York business day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is nota day on which banking institutions in New York City generally are authorized or obligated by law, regulation or
executive order to close.
A “London business day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a
day on which banking institutions in London generally are authorized or obligated by law, regulation or
executive order to close.
A “Tokyo business day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a
day on which banking institutions in Tokyo generally are authorized or obligated by law, regulation or executive
order to close.
Payments on the Notes will be made in accordance with any laws, regulations or administrative
practices applicable to us and our agents in respect thereof, including requirements under Japanese tax law.
If and to the extent we shall default in the payment of the interest due on the interest payment date, suchdefaulted interest shall be paid to the person in whose name the relevant Note is registered at the close of
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business on a subsequent record date, which shall not be less than five Business Days prior to the payment ofsuch defaulted interest, established by notice given by mail or in accordance with clearing system procedures byor on behalf of us to the holder of the relevant Note not less than fifteen days preceding such subsequent record
date.
Additional Amounts
If payments of principal (and premium, if any) and interest on the Notes are subject to withholding or
deduction under Japanese tax law, we will pay such additional amounts, subject to certain exceptions, in respectof Japanese taxes as will result in the payment of amounts otherwise receivable absent any such withholding or
deduction. For further details regarding additional amounts, see “Description of Senior Debt Securities—
Payment of Additional Amounts” in the accompanying prospectus. References to principal (and premium, if any)
and interest in respect of the Notes include any additional amounts which may be payable in respect of theprincipal (and premium, if any) or interest.
Events of Default and Remedies
Noteholders will have special rights if an event of default occurs. You should read the information under
the heading “Description of Senior Debt Securities—Default, Remedies and Waiver of Default” in theaccompanying prospectus.
Methods of Receiving Payments
The principal of, and interest and additional amounts on, the Notes represented by the global notes will
be payable in U.S. dollars. We will cause the paying agent to pay such amounts, on the dates payment is to be
made, directly to DTC.
Trustee
The Trustee for the Noteholders will be Citibank, N.A., located at 388 Greenwich Street, New York,New York 10013, United States of America.
Paying Agent, Transfer Agent, Registrar and Authenticating Agent
Citibank, N.A., London Branch, Corporate Trust Department, Citigroup Centre, Canada Square, Canary
Wharf, London E14 5LB, United Kingdom, will initially act as paying agent, transfer agent, registrar andauthenticating agent for the Notes. We may change the paying agent, transfer agent, registrar or authenticating
agent without prior notice to the Noteholders, and we or any of our subsidiaries may act as paying agent, transfer
agent, registrar or authenticating agent.
SGX-ST Listing
The Notes will be traded on the SGX-ST in a minimum board lot size of $200,000 for so long as theNotes are listed on the SGX-ST.
So long as the Notes are listed on the SGX-ST and the rules of the SGX-ST so require, in the event thatthe global notes are exchanged for definitive notes in certificated form, we shall appoint and maintain a paying
agent in Singapore, at the specified office of which the Notes may be presented or surrendered for payment orredemption. In addition, an announcement of such exchange shall be made by or on behalf of us through the
SGX-ST. Such announcement will include all material information with respect to the delivery of the definitivenotes, including details of the paying agent in Singapore.

S-25

Transfer and Exchange
A holder of the Notes issued in definitive form may transfer or exchange Notes in accordance with the
Indenture. The registrar and the Trustee may require a Noteholder, among other things, to furnish appropriate
endorsements and transfer documents, and to pay any taxes and fees required by law or permitted by the
Indenture.
We will treat the registered Noteholder as the owner of that Note for all purposes, except as describedabove under “—Methods of Receiving Payments.” See “—Book-Entry, Delivery and Form” below.
Clearance and Settlement
The Notes have been accepted for clearance through DTC for the accounts of its participants, including
Clearstream and Euroclear.
Book-Entry, Delivery and Form
Each series of Notes will be represented by one or more global notes. The global notes will be deposited
upon issuance with Cede & Co., as nominee for DTC or its custodian, and registered in the name of DTC or its
nominee, in each case for credit to the accounts of direct or indirect participants, including Clearstream andEuroclear.
Except as otherwise described in this prospectus supplement, the global notes may be transferred, inwhole and not in part, only to DTC, a nominee of DTC or to a successor of DTC or its nominee. You may notexchange your beneficial interests in the global notes for Notes in certificated form except in limited
circumstances. In addition, transfers of beneficial interests in the global notes will be subject to the applicable
rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Clearstream
and Euroclear), which may change from time to time.

S-26

TAXATION
Japanese Taxation
The following description is a summary of Japanese tax consequences (limited to national taxes) toholders of the Notes, principally relating to such holders that are individual non-residents of Japan or
non-Japanese corporations, having no permanent establishment in Japan, and is applicable to interest and profit
from redemption (as defined below) with respect to the Notes, as well as to certain aspects of capital gains,inheritance and gift taxes.
The statements regarding Japanese tax laws set out below are based on the laws in force and asinterpreted by the Japanese taxation authorities as at the date hereof and are subject to changes in the applicable
Japanese laws or tax treaties, conventions or agreements or in the interpretation thereof after that date.
Prospective investors should note that the following description of Japanese taxation is not exhaustive.
Interest and Profit from Redemption
Interest payments on the Notes will be subject to Japanese withholding tax unless it is established thatthe debt security is held by or for the account of a beneficial owner that is (i) for Japanese tax purposes, neither(x) an individual resident of Japan or a Japanese corporation, nor (y) an individual non-resident of Japan or a
non-Japanese corporation that in either case is a person having a special relationship with us as described in
Article 6, paragraph 4 of the Special Taxation Measures Act (a “specially-related person of ours”), (ii) a Japanesedesignated financial institution as described in Article 6, paragraph 11 of the Special Taxation Measures Act
which complies with the requirement for tax exemption under that paragraph or (iii) a Japanese public
corporation, financial institution, financial instruments business operator or certain other entity which hasreceived such payments through a Japanese payment handling agent, as provided in Article 3-3, paragraph 6 of
the Special Taxation Measures Act, in compliance with the requirement for tax exemption under that paragraph.
Interest payments on the Notes to an individual resident of Japan, to a Japanese corporation, or to anindividual non-resident of Japan or a non-Japanese corporation that in either case is a specially-related person ofours (except for the Japanese designated financial institution and the Japanese public corporation, financial
institution, financial instruments business operator and certain other entity described in the preceding paragraph)will be subject to deduction in respect of Japanese income tax at a rate of 15.315% of the amount of such interest.
A legend containing a statement to the same effect as set forth in the preceding paragraphs will be
printed on the relevant Notes or global debt security, as applicable, in compliance with the requirements of theSpecial Taxation Measures Act and regulations thereunder.
If the recipient of interest on the Notes is a holder that is an individual non-resident of Japan or a
non-Japanese corporation, having no permanent establishment in Japan, that in either case is not a speciallyrelated person of ours, no Japanese income tax or corporation tax will be payable with respect to such interest
whether by way of withholding or otherwise, if certain requirements are complied with, inter alia:(a) if the relevant Notes are held through a participant in an international clearing organization,such as DTC, Euroclear and Clearstream, Luxembourg, or through a financial intermediary, ineach case, as prescribed by the Special Taxation Measures Act (each such participant or
financial intermediary being referred to as a “Participant”), the requirement that such recipient,at the time of entrusting a Participant with the custody of the relevant Notes, provide certain
information prescribed by the Special Taxation Measures Act and the cabinet order and otherregulations thereunder, or the “Law”, to enable the Participant to establish that the recipient is
exempt from the requirement for Japanese tax to be withheld or deducted, or the “interest
recipient information”, and advise the Participant if such recipient ceases to be so exempted
S-27

(including where the recipient who is an individual non-resident of Japan or non-Japanese
corporation becomes a specially-related person of ours), and that we prepare and file a certain
confirmation prescribed by the Law with the competent local tax office in a timely mannerbased upon the interest recipient information communicated through the Participant and therelevant international clearing organization; and(b) if the relevant Notes are held not through a Participant, the requirement that such recipient
submit to the relevant paying agent that makes payment of interest on the Notes a claim for
exemption from withholding tax (hikazei tekiyo shinkokusho), or the “written application fortax exemption”, together with certain documentary evidence, at or prior to each time ofreceiving interest, and that we file the written application for tax exemption so received withthe competent local tax office in a timely manner.
Failure to comply with such requirements described above (including the case where the interest
recipient information is not duly communicated as required under the Law) will result in the withholding by us ofincome tax at the rate of 15.315% of the amount of such interest.
If a recipient of interest on the Notes is an individual non-resident of Japan or a non-Japanese
corporation, having no permanent establishment in Japan, which is subject to Japanese withholding tax due to its
status as a specially-related person of ours or for any other reason, (i) the rate of withholding tax may be reduced
under an applicable tax treaty, convention or agreement, and (ii) if such recipient is not subject to Japanese tax
under an applicable tax treaty, convention or agreement due to its status as a registered securities dealer in therelevant country, or for any other reason, no Japanese income tax or corporation tax will be payable with respect
to such interest whether by way of withholding or otherwise; provided that, in either case (i) or (ii) above, such
recipient shall submit required documents and information (if any) to the relevant tax authority.
If the recipient of any difference between the acquisition price of the Notes and the amount which theholder receives upon redemption thereof (the “profit from redemption”), is a beneficial owner that is anindividual non-resident of Japan or a non-Japanese corporation, having no permanent establishment in Japan, thatin either case is not a specially-related person of ours, no income tax or corporation tax will be payable withrespect to such profit from redemption.
Capital Gains, Inheritance and Gift Taxes
Gains derived from the sale of the Notes, whether within or outside Japan, by a holder that is anindividual non-resident of Japan or a non-Japanese corporation, having no permanent establishment in Japan, willbe, in general, not subject to Japanese income or corporation tax.
Japanese inheritance and gift taxes at progressive rates may be payable by an individual who has
acquired the Notes as a legatee, heir or donee, even if the individual is not a Japanese resident.
No stamp, issue, registration or similar taxes or duties will, under present Japanese law, be payable byholders of the Notes in connection with the issue of the Notes outside Japan.
United States Taxation
This section describes the material United States federal income tax consequences of owning the Notes
we are offering. It is the opinion of Sullivan & Cromwell LLP, United States tax counsel to Nomura. It applies toyou only if you acquire Notes in this offering at the offering price and you hold your Notes as capital assets fortax purposes. This section addresses only United States federal income taxation and does not discuss all of thetax consequences that may be relevant to you in light of your individual circumstances, including foreign, state or
local tax consequences, estate and gift tax consequences (except as specifically noted below with respect to estate
S-28

tax consequences) and tax consequences arising under the Medicare contribution tax on net investment income or
the alternative minimum tax. This section does not apply to you if you are a member of a class of holders subject
to special rules, such as:•a dealer in securities,•a trader in securities that elects to use a mark-to-market method of accounting for yoursecurities holdings,•

a bank,•an insurance company,•a tax-exempt organization,•a person that owns Notes that are a hedge or that are hedged against interest rate risks,•a person that owns Notes as part of a straddle or conversion transaction for tax purposes,•a person that purchases or sells Notes as part of a wash sale for tax purposes, or•a United States holder (as defined below) whose functional currency for tax purposes is not the
U.S. dollar.

If you purchase Notes at a price other than the offering price, the amortizable bond premium or market
discount rules may also apply to you. You should consult your tax advisor regarding this possibility.
This section is based on the Internal Revenue Code of 1986, as amended, or the “Code”, its legislative
history, existing and proposed regulations under the Code, published rulings and court decisions, as well as theConvention between the Government of the United States of America and the Government of Japan for the
Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income, or the“Convention”, all as currently in effect. These authorities are subject to change, possibly on a retroactive basis.
If an entity or arrangement that is treated as a partnership for United States federal income tax purposes
holds the Notes, the United States federal income tax treatment of a partner will generally depend on the status of
the partner and the tax treatment of the partnership. A partner in a partnership holding the Notes should consult
its tax advisor with regard to the United States federal income tax treatment of an investment in the Notes.
Please consult your own tax advisor concerning the consequences of owning the Notes in your particular
circumstances under the Code and the laws of any other taxing jurisdiction.
United States Holders
This subsection describes the tax consequences to a United States holder. You are a United States holder
if you are a beneficial owner of a Note and you are, for United States federal income tax purposes:•

an individual who is a citizen or resident of the United States,•

a domestic corporation,•an estate whose income is subject to United States federal income tax regardless of its source,
or
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•

a trust if (i) a United States court can exercise primary supervision over the trust’s administrationand one or more United States persons are authorized to control all substantial decisions of the trustor (ii) the trust has a valid election in effect under applicable United States Treasury regulations tobe treated as a United States person.

If you are not a United States holder, this subsection does not apply to you and you should refer to“Non-United States Holders” below.
Payments of Interest. You will be taxed on interest on your Note as ordinary income at the time you
receive the interest or when it accrues, depending on your method of accounting for tax purposes. You must
include any tax withheld from the interest payment as ordinary income even though you do not in fact receive theamount withheld. You will also be required to include in income as interest any additional amounts paid withrespect to withholding tax on the Notes, including tax withheld from the payment of such additional amounts.
You may be entitled to deduct or credit the withholding tax, subject to applicable limits (including that theelection to deduct or credit creditable foreign taxes applies to all of your creditable foreign taxes for a particular
tax year). However, recently issued United States Treasury regulations have imposed additional requirementsthat must be met for a foreign tax to be creditable and it is accordingly possible that such withholding taxes may
not be creditable. Additionally, any Japanese withholding taxes on interest generally would not be eligible for a
foreign tax credit to the extent that the Japanese taxes could have been eliminated by timely providing the interest
recipient information or the written application for tax exemption as described in “Japanese Taxation” above, orto the extent the interest is exempt from Japanese tax pursuant to the Convention. Because interest on the Notes
is generally exempt from Japanese tax pursuant to the Convention, if you are eligible for benefits under theConvention, you generally will not be entitled to a foreign tax credit for any Japanese tax withheld from interest
payments on the Notes. Interest paid by us on the Notes and any additional amounts paid with respect towithholding tax on the Notes is generally income from sources outside the United States for purposes of the rules
regarding the foreign tax credit allowable to a United States holder and will generally be “passive” income forpurposes of computing the foreign tax credit. The rules governing foreign tax credits are complex and you should
consult your tax advisor regarding the availability of the foreign tax credit in your situation.
Purchase, Sale, Exchange and Retirement of the Notes. Your tax basis in your Note generally will be its
cost. You will generally recognize capital gain or loss on the sale, exchange or retirement of your Note equal tothe difference between the amount you realize on the sale, exchange or retirement, excluding any amounts
attributable to accrued but unpaid interest (which will be treated as interest payments), and your tax basis in yourNote. Capital gain of a noncorporate United States holder is generally taxed at preferential rates where theproperty is held for more than one year. Gain or loss generally will be treated as gain or loss from sources within
the United States for purposes of the rules regarding the foreign tax credit allowable to a United States holder.
Information with Respect to Foreign Financial Assets. A United States holder that owns “specified
foreign financial assets” with an aggregate value in excess of $50,000 (and in some circumstances, a higher
threshold) may be required to file an information report with respect to such assets with its tax returns. “Specified
foreign financial assets” may include financial accounts maintained by foreign financial institutions, as well as
the following, but only if they are held for investment and not held in accounts maintained by financial
institutions: (i) stocks and securities issued by non-United States persons, (ii) financial instruments and contracts
that have non-United States issuers or counterparties, and (iii) interests in foreign entities. United States holders
are urged to consult their tax advisors regarding the application of this reporting requirement to their ownershipof the Notes.
Non-United States Holders
This subsection describes the tax consequences to a Non-United States holder. You are a Non-United States
holder if you are a beneficial owner of a Note and you are, for United States federal income tax purposes:•

a nonresident alien individual,
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•

a foreign corporation or•an estate or trust that in either case is not subject to United States federal income tax on a net
income basis on income or gain from a Note.

If you are a United States holder, this subsection does not apply to you.
Payments of Interest. Under United States federal income tax law, and subject to the discussion of
backup withholding below, interest on a Note paid to you is exempt from United States federal income tax,
including withholding tax, whether or not you are engaged in a trade or business in the United States, unless:•you are an insurance company carrying on a United States insurance business to which theinterest is attributable, within the meaning of the Code, or•

you both•have an office or other fixed place of business in the United States to which the interest is
attributable and•derive the interest in the active conduct of a banking, financing or similar business within
the United States, or are a corporation with a principal business of trading in stocks andsecurities for its own account.

Sale, Exchange and Retirement of the Notes. You generally would not be subject to United Statesfederal income tax on gain realized on the sale, exchange or retirement of a Note unless:•the gain is effectively connected with your conduct of a trade or business in the United States(and, if required by an applicable income tax treaty, is attributable to a United States permanentestablishment) or•

you are an individual, you are present in the United States for 183 or more days during thetaxable year in which the gain is realized and certain other conditions exist.

Estate Tax. For purposes of the United States federal estate tax, the Notes will be treated as situatedoutside the United States and will not be includible in the gross estate of a holder who is neither a citizen nor a
resident of the United States at the time of death.
Backup Withholding and Information Reporting
If you are a noncorporate United States holder, information reporting requirements, on Internal Revenue
Service, or “IRS”, Form 1099, generally would apply to payments of principal and interest on a Note within the
United States, and the payment of proceeds to you from the sale of a Note effected at a United States office of abroker.
Additionally, backup withholding may apply to such payments if you fail to provide an accurate
taxpayer identification number or (in the case of interest payments) if you fail to comply with applicablecertification requirements or are notified by the IRS that you have failed to report all interest and dividends
required to be shown on your federal income tax returns.
If you are a Non-United States holder, you are generally exempt from backup withholding andinformation reporting requirements with respect to payments of principal and interest made to you outside theUnited States by us or another non-United States payor. You are also generally exempt from backup withholding
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and information reporting requirements in respect of payments of principal and interest made within the United States
and the payment of the proceeds from the sale of a Note effected at a United States office of a broker, as long as either(i) you have furnished a valid IRS Form W-8 or other documentation upon which the payor or broker may rely to treat
the payments as made to a non-United States person, or (ii) you otherwise establish an exemption.
Payment of the proceeds from the sale of a Note effected at a foreign office of a broker generally will not be
subject to information reporting or backup withholding. However, a sale effected at a foreign office of a broker could
be subject to information reporting in the same manner as a sale within the United States (and in certain cases may besubject to backup withholding as well) if (i) the broker has certain connections to the United States, (ii) the proceeds orconfirmation are sent to the United States or (iii) the sale has certain other specified connections with the United States.
You generally may credit any backup withholding against your United States federal income tax
liability (if any) and obtain a refund of any amounts withheld under the backup withholding rules that exceed
your income tax liability by filing a refund claim with the IRS.

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BENEFIT PLAN INVESTOR CONSIDERATIONS
A fiduciary of a pension, profit-sharing or other employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended, or ERISA, (each an “ERISA Plan”) should consider thefiduciary standards of ERISA in the context of the ERISA Plan’s particular circumstances before authorizing an
investment in the Notes. Among other factors, the fiduciary should consider whether the investment would
satisfy the prudence and diversification requirements of ERISA and would be consistent with the documents andinstruments governing the ERISA Plan, and whether the investment would involve a prohibited transaction under
Title I of ERISA or Section 4975 of the Code.
Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans, as well as individual
retirement accounts, Keogh plans and other plans that are subject to Section 4975 of the Code (together withERISA Plans, “Plans”), and entities whose underlying assets include “plan assets” by reason of any Plan’sinvestment in such entity (referred to herein as a Plan Asset Entity), from engaging in certain transactions
involving “plan assets” with persons who are “parties in interest” under ERISA or “disqualified persons” under
the Code with respect to the Plan or Plan Asset Entity. A violation of these prohibited transaction rules may
result in excise tax or other liabilities under Title I of ERISA or Section 4975 of the Code for those persons,unless exemptive relief is available under an applicable statutory, regulatory or administrative exemption.
Employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA), certain
church plans (as defined in Section 3(33) of ERISA) and non-U.S. plans (as described in Section 4(b)(4) of
ERISA) (“Non-ERISA Arrangements”), are not subject to the prohibited transaction restrictions of Section 406
of ERISA or Section 4975 of the Code but may be subject to similar provisions under applicable federal, state,
local, non-U.S. or other laws (“Similar Laws”).
The acquisition or holding of the Notes by a Plan or a Plan Asset Entity with respect to which we or certain of
our affiliates are or become a party in interest or disqualified person may result in a prohibited transaction under Title I
of ERISA or Section 4975 of the Code, unless the Notes are acquired and held pursuant to an applicable exemption.
The U.S. Department of Labor has issued prohibited transaction class exemptions, or PTCEs, that may provide
exemptive relief for direct or indirect prohibited transactions that may arise from the acquisition or holding of theNotes. These exemptions include PTCE 84-14 (for certain transactions determined by independent qualified
professional asset managers), PTCE 90-1 (for certain transactions involving insurance company pooled separate
accounts), PTCE 91-38 (for certain transactions involving bank collective investment funds), PTCE 95-60 (fortransactions involving certain insurance company general accounts), and PTCE 96-23 (for transactions managed byin-house asset managers). In addition, ERISA Section 408(b)(17) and Code Section 4975(d)(20) provide an exemption(the “service provider exemption”) for the acquisition and disposition of securities, provided that neither the issuer of
securities nor any of its affiliates have or exercise any discretionary authority or control or render any investment
advice with respect to the assets of any Plan involved in the transaction, and provided further that the Plan pays no
more and receives no less than “adequate consideration” (within the meaning of the service provider exemption) in
connection with the transaction. There can be no assurance that all of the conditions of any such exemptions will besatisfied with respect to any particular transaction involving the Notes.
Because of the foregoing, the Notes should not be acquired or held by any person investing “plan assets”
of any Plan, Plan Asset Entity or Non-ERISA Arrangement, unless such acquisition and holding will notconstitute a non-exempt prohibited transaction under ERISA and the Code or a similar violation of any
applicable Similar Laws.
Any acquiror or holder of the Notes or any interest therein will be deemed to have represented by its
acquisition and holding of the Notes that either (1) it is not a Plan, a Plan Asset Entity or a Non-ERISA
Arrangement and is not acquiring the Notes on behalf of or with the assets of any Plan, Plan Asset Entity or
Non-ERISA Arrangement or (2) the acquisition and holding of the Notes will not constitute a non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a similar violation under any
applicable Similar Laws.
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The foregoing discussion is general in nature and is not intended to be all inclusive. Due to thecomplexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited
transactions, it is important that fiduciaries or other persons considering purchasing the Notes on behalf of orwith the assets of any Plan, Plan Asset Entity or Non-ERISA Arrangement consult with their counsel regarding
the availability of exemptive relief under ERISA, the Code or Similar Laws, as applicable. Purchasers of theNotes have exclusive responsibility for ensuring that their purchase and holding of the Notes do not violate thefiduciary responsibility or prohibited transaction rules of Title I of ERISA or Section 4975 of the Code or any
similar provisions of applicable Similar Laws. The sale of any Notes to a Plan, Plan Asset Entity or Non-ERISA
Arrangement is in no respect a representation by us or any of our affiliates or representatives that such aninvestment meets all relevant legal requirements with respect to investments by any such Plans, Plan Asset
Entities or Non-ERISA Arrangements generally or any particular Plan, Plan Asset Entity or Non-ERISA
Arrangement or that such investment is appropriate for such Plans, Plan Asset Entities or Non-ERISA
Arrangements generally or any particular Plan, Plan Asset Entity or Non-ERISA Arrangement.

S-34

UNDERWRITING (CONFLICTS OF INTEREST)
Under the terms and subject to the conditions set forth in an underwriting agreement dated January 4,2023, between us and the underwriters named below, for whom Nomura Securities International, Inc. and BofA
Securities, Inc. are acting as the representatives, the underwriters have severally, and not jointly, agreed topurchase, and we have agreed to sell to the underwriters, the respective principal amounts of the Notes listed
opposite their names below.
Underwriters
Nomura Securities International, Inc. . . . . . . . . . . .
BofA Securities, Inc. . . . . . . . . . . . . . . . . . . . . . . . .
Citigroup Global Markets Inc. . . . . . . . . . . . . . . . . .
SMBC Nikko Securities America, Inc. . . . . . . . . . .
Barclays Capital Inc. . . . . . . . . . . . . . . . . . . . . . . . .
Crédit Agricole Corporate and Investment Bank . .
The Korea Development Bank . . . . . . . . . . . . . . . .
Lloyds Securities Inc. . . . . . . . . . . . . . . . . . . . . . . .
Natixis Securities Americas LLC . . . . . . . . . . . . . .
Scotia Capital (USA) Inc. . . . . . . . . . . . . . . . . . . . .
SEB Securities, Inc. . . . . . . . . . . . . . . . . . . . . . . . . .
BNP Paribas Securities Corp. . . . . . . . . . . . . . . . . .
Mizuho Securities USA LLC . . . . . . . . . . . . . . . . . .
Morgan Stanley & Co. LLC . . . . . . . . . . . . . . . . . .
Academy Securities, Inc. . . . . . . . . . . . . . . . . . . . . .
BANKINTER, S.A. . . . . . . . . . . . . . . . . . . . . . . . . .
BBVA Securities Inc. . . . . . . . . . . . . . . . . . . . . . . .
BMO Capital Markets Corp. . . . . . . . . . . . . . . . . . .
CaixaBank, S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deutsche Bank Securities Inc. . . . . . . . . . . . . . . . . .
HSBC Securities (USA) Inc. . . . . . . . . . . . . . . . . . .
Intesa Sanpaolo S.p.A. . . . . . . . . . . . . . . . . . . . . . . .
KEXIM ASIA LIMITED . . . . . . . . . . . . . . . . . . . .
Mischler Financial Group, Inc. . . . . . . . . . . . . . . . .
Nordea Bank Abp . . . . . . . . . . . . . . . . . . . . . . . . . .
UniCredit Capital Markets LLC . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Principal Amount of Principal Amount of Principal Amount of
3-year Notes
5-year Notes
10-year Notes$258,000,000
102,000,000
30,000,000
24,000,000
18,000,000
18,000,000
18,000,000
18,000,000
18,000,000
18,000,000
18,000,000
12,000,000
6,000,000
6,000,000
3,000,000
3,000,000
3,000,000
3,000,000
3,000,000
3,000,000
3,000,000
3,000,000
3,000,000
3,000,000
3,000,000
3,000,000$236,500,000
93,500,000
27,500,000
22,000,000
16,500,000
16,500,000
16,500,000
16,500,000
16,500,000
16,500,000
16,500,000
11,000,000
5,500,000
5,500,000
2,750,000
2,750,000
2,750,000
2,750,000
2,750,000
2,750,000
2,750,000
2,750,000
2,750,000
2,750,000
2,750,000
2,750,000$322,500,000
127,500,000
37,500,000
30,000,000
22,500,000
22,500,000
22,500,000
22,500,000
22,500,000
22,500,000
22,500,000
15,000,000
7,500,000
7,500,000
3,750,000
3,750,000
3,750,000
3,750,000
3,750,000
3,750,000
3,750,000
3,750,000
3,750,000
3,750,000
3,750,000
3,750,000$600,000,000$550,000,000$750,000,000

One or more of the underwriters may not be U.S.-registered broker-dealers. All sales of securities in the
United States will be made by or through U.S.-registered broker-dealers, which may include affiliates of one ormore of the underwriters.
The underwriters are entitled to be released and discharged from their obligations under, and toterminate, the underwriting agreement in certain circumstances prior to paying us for the Notes. If an underwriterdefaults, the underwriting agreement provides that the purchase commitments of the non-defaulting underwriters
may be increased. The underwriters are offering the Notes subject to their acceptance of the Notes from us andsubject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay
for and accept delivery of the Notes are subject to approval of certain legal matters by their counsel and to certain
other conditions.
The underwriting agreement provides that we will indemnify the underwriters and their affiliates against
specified liabilities, including liabilities under the Securities Act, in connection with the offer and sale of theNotes, and will contribute to payments the underwriters and their affiliates may be required to make in respect of
those liabilities.
S-35

Commissions
The underwriters have advised us that they propose initially to offer each series of the Notes at the
public offering prices listed on the cover page of this prospectus supplement.
After the initial offering, the public offering prices, concessions or any other term of the offering may bechanged. The underwriters have agreed to purchase each series of the Notes from us at the public offering priceless an underwriting commission of 0.250% of the principal amount of the 3-year Notes, 0.350% of the principal
amount of the 5-year Notes and 0.450% of the principal amount of the 10-year Notes.
The estimated expenses, not including the underwriting commission, in connection with the offer andsale of the Notes payable by us include the following:
Securities and Exchange Commission registration fee . . . . . . . . . . . .
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounting fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trustee, paying agent, transfer agent, registrar and authenticating
agent fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 209,380
781,000
98,000Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,286,380

125,000
73,000We have agreed to reimburse the underwriters for certain expenses in connection with this offering.
New Issue of the Notes
The Notes are a new issue of securities with no established trading market. Approval-in-principle has
been received for the listing and quotation of the Notes on the SGX-ST. Certain underwriters have advised usthat they presently intend to make a market in the Notes after completion of this offering. Nomura Securities
International, Inc. may use this prospectus supplement and the accompanying prospectus in connection with suchmarket-making activity. Such market making activity will be subject to the limits imposed by applicable laws.
However, they are under no obligation to do so and may discontinue any market-making activities at any time
without any notice. Broker-dealers subject to prospectus delivery requirements may be unable to engage inmarket-making transactions during certain periods of the year. We cannot assure the liquidity of the trading
market for the Notes. If an active trading market for the Notes does not develop, the market price and liquidity of
the Notes may be adversely affected. If the Notes are traded, they may trade at a discount from their initial public
offering price, depending on prevailing interest rates, the market for similar securities, our operating performanceand financial condition, general economic conditions and other factors. See “Risk Factors—Risks Relating to theNotes—There are no prior markets for the Notes and if markets develop, they may not be liquid.”
Settlement
We expect that delivery of the Notes will be made to investors on or about January 11, 2023, which is thefifth New York business day following the date of pricing of the Notes. Under Rule 15c6-1 of the Exchange Act,
trades in the secondary market generally are required to settle in two business days unless the parties to any suchtrade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the delivery of theNotes may be required, by virtue of the fact that the Notes initially will settle five New York business days after
pricing of the Notes, to specify an alternate settlement cycle at the time of any such trade to prevent failed
settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery hereunder should
consult their own advisors.

S-36

No Sales of Similar Securities
During the period commencing on the date hereof and ending the closing date of this offering, we haveagreed that we will not, without first obtaining the prior written consent from the representatives, directly or
indirectly, issue, sell, offer or contract to sell, grant any option for the sale of, or otherwise transfer or dispose of,any other U.S. dollar-denominated senior debt securities of ours with a maturity greater than one year or any
securities that are convertible into, or exchangeable for, the Notes or such other U.S. dollar-denominated seniordebt securities, except for the Notes sold to the underwriters pursuant to the underwriting agreement.
Price Stabilization and Short Positions
In connection with the offering, the underwriters and/or any person acting on behalf thereof maypurchase and sell the Notes in the open market and engage in other transactions, subject to applicable laws andregulations. These transactions may include short sales, stabilizing transactions and purchases to cover positions
created by short sales. Short sales involve the sale by the underwriters and/or any person acting on behalf thereofof a greater principal amount of the Notes than they are required to purchase from us in the offering. Stabilizing
transactions consist of bids or purchases by the underwriters and/or any person acting on behalf thereof for the
purpose of preventing or retarding a decline in the market price of the Notes while the offering is in progress.
These transactions may also include stabilizing transactions by the underwriters and/or any person acting on
behalf thereof for the accounts of the underwriters.
In addition, the managing underwriters may impose a penalty bid. A penalty bid is an arrangement that
permits a managing underwriter to reclaim a selling concession from a syndicate member in connection with theoffering when the Notes originally sold by the syndicate member are purchased in syndicate coveringtransactions.
These activities may stabilize, maintain or otherwise affect the market prices of the Notes. As a result,the price of the Notes may be higher than the price that otherwise might exist in the open market. If these
activities are commenced, they may be discontinued at any time.
Other Relationships
The underwriters and their respective affiliates are full service financial institutions engaged in various
activities, which may include securities trading, commercial and investment banking, financial advisory,investment management, investment research, principal investment, hedging, financing and brokerage activities.
Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the
future perform, various financial advisory and investment banking and commercial banking services for us or our
subsidiaries and affiliates, for which they received or will receive customary fees and expenses.
In the ordinary course of their various business activities, the underwriters and their respective affiliates
may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative
securities), financial instruments (including bank loans), assets, currencies and commodities for their own
account and for the accounts of their customers, and such investment and securities activities may involve
securities, instruments or assets of ours or related to our business, which, for the avoidance of doubt, includes
Nomura Holdings, Inc. or its subsidiaries and affiliates. If any of the underwriters and their respective affiliates
has a lending relationship with us, certain of those underwriters or their affiliates routinely hedge, and certain
other of those underwriters or their affiliates may hedge, their credit exposure to us consistent with theircustomary risk management policies. Typically, these underwriters and their respective affiliates would hedge
such exposure by entering into transactions which consist of either the purchase of credit default swaps or thecreation of short positions in our securities, including potentially the Notes offered hereby. Any such credit
default swaps or short positions could adversely affect future trading prices of the Notes offered hereby. The
underwriters and their respective affiliates may also make investment recommendations and may publish or
S-37

express independent research views in respect of such securities or instruments or in respect of assets, currencies
or commodities that may be related to our business, and may at any time hold, or recommend to clients that theyacquire, long or short positions in such securities, instruments, assets, currencies or commodities.
Conflicts of Interest
Nomura Securities International, Inc., which is acting as one of the representatives of the underwriters inthis offering, is an affiliate of ours and, as a result, has a “conflict of interest” within the meaning of Rule 5121.
Accordingly, this offering is being conducted in compliance with the provisions of Rule 5121. Because thisoffering is of notes that are rated investment grade, pursuant to Rule 5121, the appointment of a “qualified
independent underwriter” is not necessary. Nomura Securities International, Inc. will not confirm sales toaccounts over which it exercises discretionary authority without the prior specific written approval of its
customer.
Selling Restrictions
GeneralNo action has been or will be taken by us that would permit a public offering of the Notes, or possession
or distribution of this prospectus supplement, the accompanying prospectus, any amendment or supplement
hereto or thereto, or any other offering or publicity material relating to the Notes in any country or jurisdiction
outside the United States where, or in any circumstances in which, action for that purpose is required.
Accordingly, the Notes may not be offered or sold, directly or indirectly, and this prospectus supplement, theaccompanying prospectus, any amendment or supplement hereto or thereto, and any other offering or publicity
material relating to the Notes may not be distributed or published, in or from any country or jurisdiction outside
the United States except under circumstances that will result in compliance with applicable laws and regulations.
Japan
The Notes have not been and will not be registered under the Financial Instruments and Exchange Act
and will be subject to the Special Taxation Measures Act. Accordingly, each of the underwriters has represented
and agreed that (i) it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell,
the Notes in Japan or to, or for the benefit of, any resident of Japan (which term as used in this item (i) means any
person resident in Japan, including any corporation or other entity organized under the laws of Japan), or toothers for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan,
except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, theFinancial Instruments and Exchange Act and any other applicable laws, regulations and governmental guidelinesof Japan; and (ii) it has not, directly or indirectly, offered or sold and will not, as part of its distribution under theunderwriting agreement relating to the Notes, at any time, directly or indirectly offer or sell the Notes to, or forthe benefit of, any person other than a beneficial owner that is, (a) for Japanese tax purposes, neither (x) an
individual resident of Japan or a Japanese corporation, nor (y) an individual non-resident of Japan or a
non-Japanese corporation that in either case is a person having a special relationship with us as described in
Article 6, paragraph 4 of the Special Taxation Measures Act (excluding an underwriter designated in Article 6,paragraph 12, item 1 of the Special Taxation Measures Act which purchases unsubscribed portions of the Notes
from the other underwriters) or (b) a Japanese financial institution, designated in Article 3-2-2, paragraph 29 of
the Cabinet Order.
CanadaThe Notes may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as
principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions orsubsection 73.3(1) of the Securities Act (Ontario), and that are permitted clients, as defined in National
S-38

Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of
the Notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus
requirements of applicable Canadian securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser withremedies for rescission or damages if this prospectus supplement (including any amendment thereto) contains amisrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within thetime limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser shouldrefer to any applicable provisions of the securities legislation of the purchaser’s province or territory forparticulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”), theunderwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriterconflicts of interest in connection with this offering.
Prohibition of Sales to EEA Retail Investors
The Notes which are the subject of the offering contemplated by this document, as supplemented by any
applicable supplement or pricing term sheet in relation thereto, may not be offered, sold or otherwise madeavailable and will not be offered, sold or otherwise made available to any retail investor in the EEA.
(a) For the purposes of this provision, the expression “retail investor” means a person who is one(or more) of the following:(i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or(ii) a customer within the meaning of the Insurance Distribution Directive where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID
II; or(iii) not a qualified investor as defined in the Prospectus Regulation; and(b) the expression “offer” includes the communication in any form and by any means of sufficient
information on the terms of the offer and the Notes to be offered so as to enable an investor todecide to purchase or subscribe for the Notes.
Prohibition of Sales to UK Retail Investors
The Notes which are the subject of the offering contemplated by this document, as supplemented by any
applicable supplement or pricing term sheet in relation thereto, may not be offered, sold or otherwise madeavailable and will not be offered, sold or otherwise made available to any retail investor in the UK.
(a) For the purposes of this provision, the expression “retail investor” means a person who is one(or more) of the following:(i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it
forms part of domestic law by virtue of the EUWA; or(ii) a customer within the meaning of the provisions of the FSMA and any rules andregulations made under the FSMA to implement the Insurance Distribution Directive,
where that customer would not qualify as a professional client, as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of
the EUWA; or
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(iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation; and(b) the expression “offer” includes the communication in any form and by any means of sufficient
information on the terms of the offer and the Notes to be offered so as to enable an investor todecide to purchase or subscribe for the Notes.
Other Regulatory Restrictions
Each underwriter has:(a) only communicated or caused to be communicated and will only communicate or cause to becommunicated an invitation or inducement to engage in investment activity (within themeaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any
Notes in circumstances in which Section 21(1) of the FSMA does not apply to us; and(b) complied and will comply with all applicable provisions of the FSMA with respect to anything
done by it in relation to any Notes in, from or otherwise involving the UK.
Hong Kong
The Notes have not been and will not be offered or sold in Hong Kong by means of any document otherthan (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies(Winding up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong) or (ii) to “professional
investors” as defined in the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules madethereunder or (iii) in other circumstances which do not result in the document being a “prospectus” within themeaning of the Companies (Winding up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong),
and no advertisement, invitation or document relating to the Notes may be issued or may be in the possession of any
person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or thecontents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under
the laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons
outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance(Cap. 571, Laws of Hong Kong) and any rules made thereunder.
Singapore
This prospectus supplement has not been and will not be registered as a prospectus with the Monetary
Authority of Singapore. Accordingly, this prospectus supplement and any other document or material inconnection with the offer or sale, or invitation for subscription or purchase, of the Notes may not be circulated or
distributed, nor may the Notes be offered or sold, or be made the subject of an invitation for subscription orpurchase, whether directly or indirectly, to any person in Singapore other than;(i) to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 274 of theSFA;(ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the
SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions
specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities andFutures (Classes of Investors) Regulations 2018; or(iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of
the SFA.

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Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the solebusiness of which is to hold investments and the entire share capital of which is owned by one or moreindividuals, each of whom is an accredited investor; or(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments andeach beneficiary of the trust is an individual who is an accredited investor,
securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that
corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred
within six months after that corporation or that trust has acquired the Notes pursuant to an offer made under
Section 275 of the SFA except:(i) to an institutional investor or to a relevant person (as defined in Section 275(2) of the SFA), or toany person arising from an offer referred to in Section 275(1A) or Section 276(4)(c)(ii) of the SFA;(ii) where no consideration is or will be given for the transfer;(iii) where the transfer is by operation of law;(iv) as specified in Section 276(7) of the SFA; or(v) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities andSecurities-based Derivatives Contracts) Regulations 2018.
Any reference to the SFA is a reference to the Securities and Futures Act 2001 of Singapore and areference to any term as defined in the SFA or any provision in the SFA is a reference to that term or provision as
modified or amended from time to time including by such of its subsidiary legislation as may be applicable at therelevant time.
Switzerland
This prospectus supplement is not intended to constitute an offer or solicitation to purchase or invest in
the Notes described herein. The Notes may not be publicly offered, directly or indirectly, in Switzerland within
the meaning of the Swiss Financial Services Act (“FinSA”) and no application has or will be made to admit theNotes to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither thisprospectus supplement nor any other offering or marketing material relating to the Notes constitutes a prospectus
pursuant to the FinSA, and neither this prospectus supplement nor any other offering or marketing material
relating to the Notes may be publicly distributed or otherwise made publicly available in Switzerland.
Neither this prospectus supplement nor any other offering or marketing material relating to the offering,
the Notes or us have been or will be filed with or approved by any Swiss regulatory authority. The Notes are notsubject to the supervision by any Swiss regulatory authority, e.g., the Swiss Financial Markets Supervisory
Authority FINMA (“FINMA”), and investors in the Notes will not benefit from protection or supervision by such
authority.

S-41

EXPERTS
Our consolidated financial statements appearing in our most recent annual report on Form 20-F for theyear ended March 31, 2022, and the effectiveness of our internal control over financial reporting as of March 31,
2022, have been audited by Ernst & Young ShinNihon LLC, independent registered public accounting firm, as
set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such reports given on the authority ofsuch firm as experts in accounting and auditing within the meaning of the Securities Act.
With respect to our unaudited interim consolidated financial statements for the six month periods ended
September 30, 2021 and 2022, included in our current report on Form 6-K submitted to the SEC on
December 16, 2022, and incorporated by reference in this prospectus supplement, Ernst & Young ShinNihon
LLC reported that they have applied limited procedures in accordance with professional standards for a review ofsuch financial statements. However, their separate report dated December 16, 2022, included in our current reporton Form 6-K submitted to the SEC on December 16, 2022, and incorporated by reference herein, states that they
did not audit and they do not express an opinion on the interim consolidated financial statements. Accordingly,
the degree of reliance on their report on such financial statements should be restricted in light of the limited
nature of the review procedures applied. Ernst & Young ShinNihon LLC is not subject to the liability provisionsof Section 11 of the Securities Act for their report on the unaudited interim consolidated financial statements
because that report is not a “report” or a “part” of the Registration Statement prepared or certified by Ernst &Young ShinNihon LLC within the meaning of Sections 7 and 11 of the Securities Act.

S-42

LEGAL MATTERS
The validity of the Notes will be passed upon for us by Sullivan & Cromwell LLP as to matters ofUnited States federal law and New York State law and by Anderson Mori & Tomotsune as to matters of Japaneselaw. The validity of the Notes will be passed upon for any underwriters, dealers or agents by Simpson Thacher &Bartlett LLP as to matters of United States federal law and New York State law.
ENFORCEMENT OF CIVIL LIABILITIESWe are a joint stock corporation incorporated with limited liability under the laws of Japan. Most of ourdirectors and executive officers are residents of countries other than the United States. Although some of ouraffiliates have substantial assets in the United States, substantially all of our assets and the assets of our directors
and executive officers (and certain experts named herein) are located outside the United States. As a result, it
may not be possible for investors to effect service of process within the United States upon us or our directors
and executive officers or to enforce against us or these persons judgments obtained in the United States courts
predicated upon the civil liability provisions of the United States securities laws. We have been advised by ourJapanese counsel, Anderson Mori & Tomotsune, that there is doubt as to the enforceability in Japan, in originalactions or in actions to enforce judgments of United States courts, of civil liabilities based solely on United States
securities laws. Our agent for service of process is Nomura Holding America Inc. (or any successor corporation).
WHERE YOU CAN FIND MORE INFORMATION
Available Information
This prospectus supplement is part of a registration statement that we filed with the SEC. The
registration statement, including the attached exhibits, contains additional relevant information about us. The
rules and regulations of the SEC allow us to omit some of the information included in the registration statementfrom this prospectus supplement. We are subject to the information requirements of the Exchange Act and, in
accordance with the Exchange Act, we file annual reports, special reports and other information with the SEC.
The SEC maintains an internet site at https://www.sec.gov that contains reports, proxy and information
statements and other information about issuers, like us, that file electronically with the SEC. Our corporatewebsite is https://www.nomura.com.
We are currently exempt from the rules under the Exchange Act that prescribe the furnishing andcontent of proxy statements, and our officers, directors and principal shareholders are exempt from the reportingand short-swing profit recovery provisions contained in Section 16 of the Exchange Act. We are not required
under the Exchange Act to publish financial statements as frequently or as promptly as are U.S. companies
subject to the Exchange Act. We will, however, continue to furnish our shareholders with annual reports
containing audited financial statements and will issue interim press releases containing unaudited results ofoperations as well as such other reports as may from time to time be authorized by us or as may be otherwise
required.
Our American Depositary Shares are listed on the New York Stock Exchange under the trading symbol“NMR.”
Incorporation by Reference
The rules of the SEC allow us to incorporate by reference information into this prospectus supplement.
The information incorporated by reference is considered to be a part of this prospectus supplement, andinformation that we file later with the SEC will automatically update and supersede this information. All of the
documents incorporated by reference are available at www.sec.gov under Nomura Holdings, Inc., CIK number
0001163653. This prospectus supplement incorporates by reference (i) our annual report on Form 20-F for the
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fiscal year ended March 31, 2022 filed with the SEC on June 24, 2022, (ii) our current report on Form 6-K
submitted to the SEC on June 24, 2022 (containing our consolidated capitalization and indebtedness as ofMarch 31, 2022); (iii) our current report on Form 6-K submitted to the SEC on August 19, 2022 (containing theEnglish translation of our quarterly securities report pursuant to the Financial Instruments and Exchange Act for
the three months ended June 30, 2022, but excluding Part I, Item 4.2 “Quarterly Review Certificate” and theEnglish translation of Quarterly Review Report of Independent Auditor); (iv) our current report on Form 6-K
submitted to the SEC on November 18, 2022 (containing the English translation of our quarterly securities reportpursuant to the Financial Instruments and Exchange Act for the six months ended September 30, 2022, but
excluding Part I, Item 4.2 “Quarterly Review Certificate” and the English translation of Quarterly Review Reportof Independent Auditor) and (v) our current report on Form 6-K submitted to the SEC on December 16, 2022
(containing our interim operating and financial review for the six months ended September 30, 2022).
All subsequent reports filed by us pursuant to Sections 13(a), 13(c) or 15(d) of the Exchange Act, prior
to the termination of the offering, shall be deemed to be incorporated by reference into this prospectus
supplement. In addition, any Form 6-K subsequently submitted to the SEC specifying that it is being
incorporated by reference into this prospectus supplement shall be deemed to be incorporated by reference.
Documents incorporated by reference shall become a part of this prospectus supplement on the respective dates
the documents are filed or furnished with the SEC.
Any statement contained in a document incorporated or deemed to be incorporated by reference in thisprospectus supplement shall be deemed to be modified or superseded for the purposes of this prospectus
supplement to the extent that a statement contained in this prospectus supplement or in any subsequently filed
document which also is or is deemed to be incorporated by reference into this prospectus supplement modifies orsupersedes that statement. The modifying or superseding statement need not state that it has modified orsuperseded a prior statement or include any other information set forth in the document that it modifies orsupersedes. The making of a modifying or superseding statement shall not be deemed an admission for any
purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue
statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary
to make a statement not misleading in light of the circumstances in which it was made. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of thisprospectus supplement.
Upon written or oral request, we will provide without charge to each person to whom a copy of thisprospectus supplement has been delivered, a copy of any document that has been incorporated by reference inthis prospectus supplement but not delivered with this prospectus supplement. You may request a copy of these
documents by writing or telephoning us at:
Nomura Holdings, Inc.
13-1, Nihonbashi 1-chome
Chuo-ku, Tokyo 103-8645
Japan
Attention: Treasury Department
Telephone: +81-3-5255-1000
Fax: +81-3-6702-7850
Except as described above, no other information is incorporated by reference in this prospectus
supplement, including, without limitation, information on our internet site at https://www.nomura.com.

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PROSPECTUS

Nomura Holdings, Inc.
Senior Debt Securities
We may offer, from time to time, in one or more offerings, senior debt securities. This prospectus describes
some of the general terms that may apply to these securities and the general manner in which they may beoffered. The specific terms of any senior debt securities to be offered, and the specific manner in which they may
be offered, will be described in supplements to this prospectus. The prospectus supplements may also
supplement, update or amend information contained in this prospectus. Before you invest in any of the seniordebt securities, you should read this prospectus and any applicable prospectus supplement, including documents
incorporated by reference herein or therein.
We may offer and sell the senior debt securities on a continuous or delayed basis directly to investors or
through one or more underwriters, dealers or agents, including the firm named below, or through a combinationof these methods. The names of any underwriters, dealers or agents will be included in a prospectus supplement.
If any underwriters, dealers or agents are involved in the sale of any securities, the applicable prospectus
supplement will set forth any applicable commissions or discounts.
Investing in our securities involves risks. See “Item 3. Key Information—D. Risk Factors” in our
most recent annual report on Form 20-F filed with the U.S. Securities and Exchange Commission (the“SEC”), any updates thereto included in any of the documents incorporated by reference herein and any
risk factors included in the applicable prospectus supplement under the caption “Risk Factors.”
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL
OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

We may use this prospectus in the initial sale of the senior debt securities. In addition, Nomura Securities
International, Inc. or any other of our affiliates may use this prospectus in a market-making transaction in any ofthese or similar securities after its initial sale. Unless we or our agent inform the purchaser otherwise in theconfirmation of sale, this prospectus is being used in a market-making transaction.

NomuraThe date of this prospectus is December 20, 2021.

TABLE OF CONTENTS
Nomura Holdings, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Senior Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of Senior Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan of Distribution (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefit Plan Investor Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Enforcement of Civil Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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ABOUT THIS PROSPECTUS
The term “Nomura” refers to Nomura Holdings, Inc. The terms “we”, “our”, and “us” refer to Nomura and,
unless the context requires otherwise, will include Nomura’s consolidated subsidiaries.
Nomura’s financial statements, which are incorporated by reference into this prospectus, have been
prepared in accordance with accounting principles generally accepted in the United States of America, which werefer to as U.S. GAAP. Nomura’s financial statements are denominated in Japanese yen, the legal tender ofJapan. When we refer to “yen” or “¥”, we mean Japanese yen. When we refer to “$”, we mean U.S. dollars.
This prospectus is part of a registration statement on Form F-3 which we filed with the SEC, using a“shelf” registration process. Under this shelf process, we may sell any combination of the securities described inthis prospectus in one or more offerings.
This prospectus provides you with a general description of the securities we may offer. The specific termsof any securities we offer will be included in a supplement to this prospectus.
A supplement to this prospectus may be in the form of one or more prospectus supplements, pricing
supplements, addenda or free writing prospectuses, any and all of which are referred to herein as a “prospectus
supplement” or “supplement to this prospectus”. The prospectus supplement will also describe the specificmanner in which we will offer the securities. The prospectus supplement may also supplement, update or amend
information contained in this prospectus. You should read both this prospectus and any prospectus supplement
together with the additional information described under the heading “Where You Can Find More Information”.
You should rely only on the information contained in or incorporated by reference into thisprospectus or any prospectus supplement. We have not authorized anyone to provide you withinformation different from that contained in or incorporated by reference in this prospectus or any
prospectus supplement. We are offering to sell the securities only in jurisdictions where offers and sales
are permitted. The information contained in or incorporated by reference in this prospectus or any
prospectus supplement is accurate only as of the date on the front of those documents, regardless of thetime of delivery of the documents or any sale of the securities.

ii

FORWARD-LOOKING STATEMENTS
This prospectus, any prospectus supplement and the information incorporated by reference in thisprospectus include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the“Exchange Act”). In addition, in the future we, and others on our behalf, may make statements that constituteforward-looking statements. You should not place undue reliance on any of these statements. Such forwardlooking statements may include, without limitation, statements relating to the following:•

our plans, objectives or goals;•

our future economic performance or prospects;•

the potential effect on our future performance of certain contingencies; and•assumptions underlying any such statements.

Words such as “believe”, “anticipate”, “expect”, “intend” and “plan” and similar expressions are intended
to identify forward-looking statements but are not the exclusive means of identifying such statements. We do notintend to update these forward-looking statements except as may be required by applicable securities laws.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general andspecific, and risks exist that predictions, forecasts, projections and other outcomes described or implied inforward-looking statements will not be achieved. We caution you that a number of important factors could cause
results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in suchforward-looking statements. These factors include:•risks associated with financial markets, economic conditions, and market fluctuations in Japan andelsewhere around the world, including:•the effect of changes in governmental fiscal and monetary policies;•

the impact of the COVID-19 pandemic;•

the effect of Brexit;•

potential revenue declines in our brokerage and asset management, investment banking orelectronic trading businesses;•

potential losses from trading and investment activities;•

the effect of transitions away from LIBOR or other benchmarks;•

risks relating to holding large and concentrated positions of securities and other assets;•market declines or decreases in the number of market participants;•

insufficient protection from our hedging strategies;•

the potential ineffectiveness of our risk management policies and procedures;•the potential that market risk may increase other risks we are subject to;•potential recognition of impairment charges relating to goodwill, tangible, and intangible assets;•

the effect of liquidity risk on our ability to fund operations and on our financial condition;•

the effect of event risk on our trading and investment assets;•

potential exposure to losses when third parties that are indebted to us do not perform their obligations;•risks associated with Environmental, Social and Governance factors, including climate change andbroader associated policy changes;iii

•intense competition in the financial services industry;•

misconduct or fraud by an employee, director or officer, or any third party, could occur, and our
reputation in the market and our relations with clients could be harmed;•

failure to identify and appropriately address conflicts of interest;•

legal, regulatory and reputational risks;•

unauthorized disclosure or misuse of personal information held by us;•

system failure, information leakage and the cost of maintaining sufficient cybersecurity;•

natural disaster, terrorism, military dispute and infection disease;•our dependence as a holding company on payments from our subsidiaries;•

risks relating to our ability to realize gains on our investments in equity securities and non-trading
debt securities;•

impairment losses on our equity investments in affiliates and other investees accounted for under theequity method;•the outflow of clients’ assets due to losses of cash reserve funds or debt securities we offer;•

the risk that investors may be unable to secure personal jurisdiction within the U.S. over us or our
directors or executive officers, or to enforce judgments obtained in U.S. courts predicated upon thecivil liability provisions of the federal securities laws of the United States; and•risks related to the terms of the Notes and the market therefore.

We caution you that the foregoing list of important factors is not exhaustive. When evaluating forwardlooking statements, you should carefully consider the foregoing factors and other uncertainties and events, therisk factors and other information contained in or incorporated by reference in this prospectus, as well as the risk
factors relating to us, a particular security offered by this prospectus or a particular offering discussed in theapplicable prospectus supplement.

iv

NOMURA HOLDINGS, INC.
We are a joint stock corporation incorporated with limited liability under the laws of Japan. We engage in a
broad range of businesses and services, including securities businesses, investment banking, asset management
services, trust banking and other related services in Japan and abroad through our subsidiaries and affiliatedcompanies. For further information, see “Item 4. Information on the Company” in our most recent annual reporton Form 20-F.

SENIOR DEBT SECURITIESFor any particular series of senior debt securities we offer, the applicable prospectus supplement will
describe the title and series of the senior debt securities, the aggregate principal amount and the original issue
price; the stated maturity; the redemption terms, if any; the rate or manner of calculating the rate and the payment
dates for interest, if any; the amount or manner of calculating the amount payable at maturity and whether thatamount may be paid by delivering cash, securities or other property; and any other specific terms. The seniordebt securities will be issued under the senior debt indenture entered into between us and Citibank, N.A., astrustee, dated as of January 16, 2020, (the “Indenture”). The senior debt securities offered in market-making
transactions by our affiliates after initial issuance will include senior debt securities previously issued under the
Indenture. We have summarized the general features of the Indenture under the heading “Description of Senior
Debt Securities.” The Indenture is included as an exhibit to the registration statement of which this prospectus
forms a part.

RISK FACTORS
Investing in the senior debt securities offered using this prospectus involves risk. You should consider
carefully the risks described in the documents incorporated by reference into this prospectus and any risk factors
included in the applicable prospectus supplement to this prospectus before you decide to buy our senior debt
securities. If any of these risks actually occur, our business, financial condition and results of operations could
suffer, and the trading price and liquidity of the securities offered using this prospectus could decline, in whichcase you may lose all or part of your investment.

USE OF PROCEEDSThe use of the net proceeds from any sale of senior debt securities pursuant hereto will be described in theapplicable prospectus supplement.

1

CAPITALIZATION AND INDEBTEDNESSThe following table sets forth our consolidated capitalization and indebtedness as of September 30, 2021.
You should read this table in conjunction with the consolidated financial statements and related notes
incorporated by reference in this prospectus.
As of September 30,
2021
Actual(millions of yen)

Short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥Long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NHI shareholders’ equity:
Common stock—no par value(Authorized: 6,000,000,000 shares;
Issued: 3,233,562,601 shares;
Outstanding: 3,094,756,680 shares)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Common stock held in treasury, at cost(138,805,921 shares)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total NHI shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,188,794
8,695,951

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,801,632

Total Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

¥594,493684,723
1,557,697(28,506)(74,321)2,734,086
67,546
12,686,377

Notes:(1)

On October 29, 2021, our board of directors resolved to set up a share buyback program for the shares of our common stock inaccordance with Nomura’s Articles of Incorporation and Article 459-1 of the Companies Act of Japan (Act No. 86 of 2005, as
amended) (the “Companies Act”). The resolution authorized the repurchase of up to the lesser of (i) an aggregate of 80 million sharesof our common stock, or 2.5% of outstanding shares and (ii) the aggregate amount of the repurchase price of ¥50 billion between
November 16, 2021 and March 31, 2022 (excluding the ten business days following our quarterly financial results announcements).
The timing of the commencement of the buyback will be decided separately by a Representative Executive Officer or the CFO. As of
November 30, 2021, we have repurchased a total of 27,875,100 shares of our common stock at the aggregate purchase price of¥13,656,245,760 pursuant to this board resolution.

Except as disclosed above, there has been no material change in our consolidated capitalization andindebtedness since September 30, 2021.

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DESCRIPTION OF SENIOR DEBT SECURITIESThe following is a summary of certain general terms and provisions of the senior debt securities that we
may offer under this prospectus. The specific terms and provisions of a particular series of senior debt securities
to be offered, and the extent, if any, to which the general terms and provisions summarized below apply to suchsenior debt securities, will be described in an applicable prospectus supplement or free writing prospectus that
we authorize to be delivered in connection with such offering. If there is any inconsistency between the generalterms and provisions presented here and those in the applicable prospectus supplement or free writingprospectus, those in the applicable prospectus supplement or free writing prospectus will apply.
Because this section is a summary, it does not describe every aspect of the senior debt securities. It isqualified in its entirety by the provisions of the senior debt indenture (as described below) and the senior debt
securities, forms of which will be filed as exhibits to a current report on Form 6-K in connection with an offeringof the relevant series of senior debt securities. You should refer to those documents for additional information.
GeneralWe may issue senior debt securities from time to time, in one or more series under a senior debt indenture
between us and Citibank, N.A., as trustee, dated as of January 16, 2020, as amended or supplemented from time
to time. The senior debt indenture is referred to in this prospectus as the “Indenture,” and the trustee is referred toin this prospectus as the “trustee.” The terms “Indenture” as used herein may, depending on the context, refer tosuch indenture, as amended or supplemented. The Indenture is qualified under the Trust Indenture Act. The
Indenture is included as an exhibit to the registration statement of which this prospectus forms a part. Any
supplemental indentures will be submitted to the SEC on a Form 6-K or by a post-effective amendment to theregistration statement of which this prospectus is a part.
The Indenture provides that we may issue senior debt securities up to an aggregate principal amount as we
may authorize from time to time. The Indenture and the senior debt securities do not limit our ability to incurother indebtedness or to issue other securities. Also, we are not subject to financial or similar restrictions by theterms of the senior debt securities.
The senior debt securities will be our direct, unconditional, unsubordinated and unsecured obligations andrank pari passu and without preference among themselves and with all other unsecured obligations, other thanour subordinated obligations (except for statutorily preferred exceptions) from time to time outstanding.
Terms Specified in the Applicable Prospectus Supplement or Free Writing Prospectus
The applicable prospectus supplement or free writing prospectus will specify, if applicable, the following
terms of and other information relating to a particular series of senior debt securities being offered. Suchinformation may include:•

the issue date of the senior debt securities;•

the title and type of the senior debt securities of the series (which shall distinguish the senior debt
securities of the series from all other senior debt securities);•

the ranking of the senior debt securities;•

the initial aggregate principal amount of the senior debt securities and any limits upon the total
aggregate principal amount of such senior debt securities;•

the issue price at which we originally issue the senior debt securities, expressed as a percentage of theprincipal amount, and the original issue date;•the denominations in which the senior debt securities shall be issuable;3•the coin or currency in which the senior debt securities are denominated or in which principal,
premium, if any, and interest, if any, is payable;•

the date or dates on which the principal and premium, if any, of the senior debt securities is payable;•

the rate or rates (which may be fixed or variable) at which the senior debt securities will bear interest,
and the manner of calculating such rate or rates, if applicable;•

the date or dates from which such interest will accrue, the interest payment dates on which suchinterest will be payable or the manner of determination of such interest payment dates and the related
record dates, and the basis upon which interest will be calculated;•

if the amount of payments of principal or any premium or interest on the senior debt securities may be
determined with reference to an index based on a coin or currency other than that in which such seniordebt securities are denominated, or with reference to any currencies, securities or baskets of securities,
commodities or indices, the manner in which such amounts shall be determined, to the extent
permitted under applicable regulatory capital or other requirements of the Financial Services Agencyof Japan (the “FSA”), or other applicable regulatory authority;•

the manner in which and the place or places where the principal of and any interest on senior debt
securities shall be payable;•

the right or requirement, if any, to extend the interest payment periods or defer or cancel the payment
of interest and the duration and effect of that extension, deferral or cancellation;•

any other events of default, modifications or elimination of any acceleration rights, or covenants withrespect to the senior debt securities of the series, if different from the provisions set forth in thisprospectus, and any terms required by or advisable under applicable laws or regulations or rating
agency criteria, including laws and regulations relating to attributes required for the senior debt
securities to qualify as capital or certain liabilities for regulatory, rating or other purposes;•

any conversion or exchange features of the senior debt securities;•

the circumstances under which we will pay additional amounts on the senior debt securities for any
tax, assessment or governmental charge withheld or deducted, if different from the provisions set forthin this prospectus, to the extent permitted under applicable regulatory capital or other requirements of
the FSA, or other applicable regulatory authority;•

the period or periods within which, the price or prices at which and the terms and conditions uponwhich senior debt securities may be repurchased, redeemed, repaid or prepaid in whole or in part, at
our option, to the extent permitted under applicable regulatory capital or other requirements of the
FSA, or other applicable regulatory authority;•

the circumstances under which the holders of the senior debt securities may demand repayment of thesenior debt securities prior to the stated maturity date and the terms and conditions thereof, to theextent permitted under applicable regulatory capital or other requirements of the FSA, or otherapplicable regulatory authority;•

if other than the principal amount thereof, the portion of the principal amount of senior debt securities
which shall be payable upon declaration of acceleration of the maturity thereof or provable inbankruptcy, civil rehabilitation, reorganization, insolvency or similar proceedings;•

the identity of any agents for the senior debt securities, including trustees, depositaries, authenticating,calculating or paying agents, transfer agents or registrars or any clearing organization for any series;•

any restrictions applicable to the offer, sale or delivery of the senior debt securities;•

any provisions for the discharge of our obligations relating to the senior debt securities, if different
from the provisions set forth in this prospectus;
4•material U.S. federal or Japanese tax considerations;•

if the senior debt securities are to be issuable in definitive form (whether upon original issue or uponexchange of a temporary senior debt security of such series) only upon receipt of certain certificates orother documents or satisfaction of other conditions, the form and terms of such certificates, documents
or conditions;•

if the senior debt securities will be issued in other than book-entry form;•

any listing of the senior debt securities on a securities exchange;•

the terms and conditions under which we will be able to “reopen” a previous issue of a series of seniordebt securities and issue additional senior debt securities of that series, if different from the provisions
set forth in this prospectus;•

whether the senior debt securities of a series shall be excluded from participation with the senior debt
securities of other series or otherwise differentiated from the senior debt securities of other series inrelation to any matter in respect of which the senior debt securities generally or senior debt securities
of more than one series are contemplated by the Indenture to act together or otherwise be treated oraffected collectively;•

any write-down, write-up, bail-in or other provisions applicable to a particular series of senior debt
securities required by, relating to or in connection with, applicable regulatory capital or otherrequirements of the FSA, or other applicable regulatory authority; and•any other specific terms or conditions applicable to a particular series of senior debt securities being
offered, which shall not be inconsistent with the provisions of the Indenture.

The senior debt securities may be issued as original issue discount debt securities. Original issue discountsenior debt securities bear no interest or bear interest at below-market rates and may be sold at a discount below
their stated principal amount. The applicable prospectus supplement or free writing prospectus will contain
information relating to any material income tax, accounting, and other special considerations applicable to suchsecurities.
Principal Amount, Stated Maturity and Maturity
Unless otherwise stated, the principal amount of a senior debt security means the principal amount payable
at its stated maturity, unless such amount is not determinable, in which case the principal amount of a senior debt
security is its face amount. Any senior debt securities owned by us or any of our affiliates are not deemed to beoutstanding for certain purposes.
The term “stated maturity” with respect to any senior debt security means the fixed date on which theprincipal amount of your senior debt security is scheduled to become due and payable. The principal of yoursenior debt security may become due and payable sooner, by reason of redemption or acceleration after a default
or otherwise in accordance with the terms of your senior debt security. The date on which the principal of yoursenior debt security actually becomes due and payable, whether at the stated maturity or otherwise, is called the“maturity” of the principal.
We also use the terms “stated maturity” and “maturity” to refer to the dates when other payments becomedue and payable. For example, we may refer to a regular interest payment date when an installment of interest isscheduled to become due and payable as the “stated maturity” of that installment. When we refer to the “statedmaturity” or the “maturity” of a senior debt security without specifying a particular payment, we mean the statedmaturity or maturity, as the case may be, of the principal.
Payment of Additional Amounts
The Japanese government may require us to withhold or deduct amounts from payments on the principal(and premium, if any) or interest on the senior debt securities, as the case may be, for taxes, duties, assessments
5

or governmental charges. If a withholding or deduction of this type is required, we may be required to pay you an
additional amount so that the net amounts you receive after such withholding or deduction will be the amountspecified in the security to which you are entitled.
Payments will be made without withholding or deduction for or on account of any present or future taxes,
duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Japan or
any authority thereof or therein (the “Japanese taxes”), unless such withholding or deduction is required by law.
In that event, we shall pay to the holders such additional amounts as will result in the receipt by or on behalf ofthe holders or beneficial owners of such amounts as would have been received by them had no such withholding
or deduction been required, provided that, no additional amounts will be payable with respect to any senior debt
security (a) to, or to a third party on behalf of, a holder or a beneficial owner who is an individual non-resident ofJapan or a non-Japanese corporation and is liable for such Japanese taxes in respect of such senior debt security
by reason of its (i) having some connection with Japan other than the mere holding of such senior debt security or(ii) being a specially-related person of ours; or (b) to, or to a third party on behalf of, a holder or a beneficial
owner who would otherwise be exempt from any such withholding or deduction but who fails to comply withany applicable requirement to provide interest recipient information (as defined below) or to submit a written
application for tax exemption (as defined below) to the paying agent to whom the senior debt securities arepresented (if presentation is required), or whose interest recipient information is not duly communicated throughthe participant (as defined below) and the relevant depositary to such paying agent; or (c) to, or to a third party on
behalf of, a holder or a beneficial owner who is for Japanese tax purposes treated as an individual resident ofJapan or a Japanese corporation (except for (A) a designated financial institution (as defined below) which
complies with the requirement to provide interest recipient information or to submit a written application for tax
exemption and (B) an individual resident of Japan or a Japanese corporation who duly notifies (directly or
through the participant or otherwise) the relevant paying agent of its status as not being subject to Japanese taxes
to be withheld or deducted by us by reason of such individual resident of Japan or Japanese corporation receiving
interest on the relevant senior debt security through a payment handling agent in Japan appointed by it); or (d) if
the senior debt securities are presented for payment (if presentation is required) more than 30 days after the dateon which such payment first becomes due or after the date on which the full amount payable is duly provided for,whichever occurs later, except to the extent that the holder of the senior debt securities would have been entitledto such additional amounts on presenting the same for payment on the last day of such 30-day period; or (e) any
combination of (a) through (d).
Additional amounts will not be paid with respect to any payment on the senior debt securities to or on
behalf of a holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to theextent such payment would be required by the laws of Japan to be included in the income, for tax purposes, of abeneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who,
in each case, would not have been entitled to the additional amounts had such beneficiary, settlor, member orbeneficial owner been the holder of the senior debt securities. The obligation to pay additional amounts withrespect to any taxes, duties, assessments or governmental charges will not apply to (A) any estate, inheritance,
gift, sales, transfer, personal property or any similar tax, duty, assessment or governmental charge or (B) any tax,
duty, assessment or governmental charge which is payable otherwise than by deduction or withholding frompayments of principal of (and premium, if any) or interest on the senior debt securities. References to principal(and premium, if any) and interest in respect of the senior debt securities will be deemed to include any
additional amounts due which may be payable in respect of the principal (or premium, if any) or interest.
If senior debt securities are held through a participant of a depositary or a financial intermediary, in eachcase, as prescribed by the Special Taxation Measures Act, each such participant or financial intermediary beingreferred to as a “participant”, in order to receive payments free of withholding or deduction by us for, or on
account of, Japanese taxes, if the relevant beneficial owner is (A) an individual non-resident of Japan or a
non-Japanese corporation (other than a specially-related person of ours) or (B) a Japanese financial institution or
financial instruments business operator falling under certain categories prescribed by the cabinet order under
Article 6, paragraph 11 of the Special Taxation Measures Act (a “designated financial institution”), such6beneficial owner shall, at the time of entrusting a participant with the custody of the relevant senior debt
securities, provide certain information prescribed by the Special Taxation Measures Act and the cabinet orderand other regulations thereunder to enable the participant to establish that such beneficial owner is exemptedfrom the requirement for Japanese taxes to be withheld or deducted (the “interest recipient information”), andadvise the participant if the beneficial owner ceases to be so exempted (including where the beneficial owner
who is an individual non-resident of Japan or a non-Japanese corporation becomes a specially-related person ofours).
If senior debt securities are not held by a participant, in order to receive payments free of withholding or
deduction by us for, or on account of, Japanese taxes, if the relevant beneficial owner is (A) an individual
non-resident of Japan or a non-Japanese corporation (other than a specially-related person of ours) or (B) adesignated financial institution, such beneficial owner shall, prior to each time at which it receives interest,
submit to the relevant paying agent a “written application for tax exemption” (hikazei tekiyo shinkokusho), in aform obtainable from the paying agent stating, inter alia, the name and address of the beneficial owner, the titleof the senior debt securities, the relevant interest payment date, the amount of interest and the fact that thebeneficial owner is qualified to submit the written application for tax exemption, together with documentary
evidence regarding its identity and residence.
No additional amounts will be payable for or on account of any deduction or withholding imposed pursuant
to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), the U.S.
Treasury regulations thereunder and any other official guidance thereunder (“FATCA”), any intergovernmental
agreement entered into with respect to FATCA, or any law, regulation or other official guidance enacted in any
jurisdiction implementing, or relating to, FATCA, similar legislation under the laws of any other jurisdiction, or
any such intergovernmental agreement.
If there is any withholding or deduction for or on account of Japanese taxes with respect to payments on
any senior debt securities, we will use reasonable efforts to obtain certified copies of tax receipts evidencing thepayment of such Japanese taxes from the Japanese taxing authority imposing such Japanese taxes, and if certified
copies are not available, we will use reasonable efforts to obtain other evidence of payment satisfactory to thetrustee. The trustee will make such certified copies or other evidence available to the securityholders or the
beneficial owners of the senior debt securities upon reasonable request to the trustee.
We will pay all stamp, court or documentary taxes or any excise or property taxes, charges or similar levies
and other duties, if any, which may be imposed by Japan, the United States or any political subdivision or any
taxing authority thereof or therein, with respect to the Indenture or any indenture supplemental hereto, or as aconsequence of the initial issuance, execution, delivery, registration or enforcement of the senior debt securities.
Governing Law
The Indenture is, and the senior debt securities will be, governed by, and construed in accordance with,New York law.
Consent to Service of Process and Submission to Jurisdiction
Under the Indenture, we designate Nomura Holding America Inc. (or any successor corporation) as our
authorized agent for service of process in any legal action or proceeding arising out of or relating to the Indenture
or any senior debt securities brought in any state or Federal court in the Borough of Manhattan, The City of New
York, New York, United States of America, and we irrevocably submit to the jurisdiction of those courts.
Currency of Senior Debt Securities
Amounts that become due and payable on your senior debt security in cash will be payable in a currency,
composite currency, basket of currencies or currency unit or units specified in your prospectus supplement. We
7refer to this currency, composite currency, basket of currencies or currency unit or units as a “specified
currency”. The specified currency for your senior debt security will be U.S. dollars, unless your prospectus
supplement states otherwise. Some senior debt securities may have different specified currencies for principal
and interest. You will have to pay for your senior debt securities by delivering the requisite amount of thespecified currency for the principal to Nomura Securities International, Inc. or another firm that we name in yourprospectus supplement, unless other arrangements have been made between you and us or you and Nomura
Securities International, Inc. We will make payments on your senior debt securities in the specified currency.
Book-Entry; Delivery and Form
Each senior debt security in registered form will be represented either by a certificate issued in definitive
form to a particular investor or by one or more global securities representing the entire issuance of securities. We
refer to those who have securities registered in their own names, on the books that we or the trustee or otheragent maintain for this purpose, as the “holders” of those securities. These persons are the legal holders of the
securities. We refer to those who, indirectly through others, own beneficial interests in securities that are notregistered in their own names as indirect owners of those securities. As we discuss below, indirect owners are notlegal holders, and investors in securities issued in book-entry form or in street name will be indirect owners.
Global Security
We intend to initially issue each security in book-entry form only. Each security issued in book-entry form
will be represented by one or more global securities that we deposit with and register in the name of one or morefinancial institutions or clearing systems, or their nominees, which we select. A financial institution or clearing
system that we select for any security for this purpose is called the “depositary” for that security. A security willusually have only one depositary but it may have more.
Each series of securities will have one or more of the following as the depositaries:
•

DTC;

•

a financial institution holding the securities on behalf of Euroclear;•a financial institution holding the securities on behalf of Clearstream; and•any other clearing system or financial institution named in the applicable prospectus supplement.

The depositaries named above may also be participants in one another’s clearing systems. Thus, forexample, if DTC is the depositary for a global security, investors may hold beneficial interests in that security
through Euroclear or Clearstream, as DTC participants. The depositary or depositaries for your securities will be
named in your prospectus supplement; if none is named, the depositary will be DTC.
A global security may not be transferred to or registered in the name of anyone other than the depositary or
its nominee, unless special termination situations arise. We describe those situations below under “—Holder’s
Option to Obtain a Non-Global Security; Special Situations When a Global Security Will Be Terminated”. As aresult of these arrangements, the depositary, or its nominee, will be the sole registered owner and holder of all
securities represented by a global security, and investors will be permitted to own only indirect interests in a
global security. Indirect interests must be held by means of an account with a broker, bank or other financial
institution that in turn has an account with the depositary or with another institution that does. Thus, an investor
whose security is represented by a global security will not be a holder of the security, but only an indirect ownerof an interest in the global security.
If the prospectus supplement for a particular security indicates that the security will be issued in global
form only, then the security will be represented by one or more global securities at all times unless and until the
global securities are terminated. We describe the situations in which this can occur below under “—Holder’s8Option to Obtain a Non-Global Security; Special Situations When a Global Security Will Be Terminated”. If
termination occurs, we may issue the securities through another book-entry clearing system or decide that the
securities may no longer be held through any book-entry clearing system.
Holder’s Option to Obtain a Non-Global Security; Special Situations When a Global Security Will Be
TerminatedIf we issue any series of securities in book-entry form but we choose to give the beneficial owners of that
series the right to obtain non-global securities, any beneficial owner entitled to obtain non-global securities may
do so by following the applicable procedures of the depositary, any transfer agent or registrar for that series andthat owner’s bank, broker or other financial institution through which that owner holds its beneficial interest in
the securities. For example, in the case of a global security representing preferred stock or depositary shares, abeneficial owner will be entitled to obtain a non-global security representing its interest by making a written
request to the transfer agent or other agent designated by us. If you are entitled to request a non-global certificate
and wish to do so, you will need to allow sufficient lead time to enable us or our agent to prepare the requested
certificate.
In addition, in a few special situations described below, a global security will be terminated and interests in
it will be exchanged for certificates in non-global form representing the securities it represented. After thatexchange, the choice of whether to hold the securities directly or in street name will be up to the investor.
Investors must consult their own banks or brokers to find out how to have their interests in a global security
transferred on termination to their own names, so that they will be holders.
The special situations for termination of a global security are as follows:•

if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary
for that global security and we do not appoint another institution to act as depositary within 60 days;•

if we notify the trustee that we wish to terminate that global security; or•in the case of a global security representing senior debt securities issued under a Indenture, if an eventof default has occurred with regard to these senior debt securities or warrants and has not been cured
or waived.

If a global security is terminated, only the depositary, and not we or the trustee, is responsible for deciding
the names of the institutions in whose names the securities represented by the global security will be registeredand, therefore, who will be the holders of those securities.
Clearance and Settlement
The principal clearing systems we will use are the book-entry systems operated by DTC in the UnitedStates, Clearstream in Luxembourg and Euroclear in Belgium. These systems have established electronic
securities and payment, transfer, processing, depositary and custodial links among themselves and others, either
directly or indirectly through custodians and depositaries. These links allow securities to be issued, held andtransferred among the clearing systems without the physical transfer of certificates.
Special procedures to facilitate clearance and settlement have been established among these clearing
systems to trade securities across borders in the secondary market. Where payments for senior debt securities weissue in global form will be made in U.S. dollars, these procedures can be used for cross-market transfers and thesenior debt securities will be cleared and settled on a delivery against payment basis.
If we issue senior debt securities to you outside of the United States, its territories and possessions, youmust initially hold your interests through Euroclear, Clearstream or the clearance system that is described in the9applicable prospectus supplement. Cross-market transfers of securities that are not in global form may be cleared
and settled in accordance with other procedures that may be established among the clearing systems for thesesecurities.
Clearstream and Euroclear hold interests on behalf of their participants through customers’ securities
accounts in the names of Clearstream and Euroclear on the books of their respective depositories, which, in thecase of securities for which a global security in registered form is deposited with DTC, in turn hold such interests
in customers’ securities accounts in the depositories’ names on the books of DTC.
The policies of DTC, Clearstream and Euroclear will govern payments, transfers, exchanges and othermatters relating to your interest in securities held by them. This is also true for any other clearance system that
may be named in a prospectus supplement. We have no responsibility for any aspect of the actions of DTC,
Clearstream or Euroclear or any of their direct or indirect participants. We have no responsibility for any aspectof the records kept by DTC, Clearstream or Euroclear or any of their direct or indirect participants. We also do
not supervise these systems in any way. This is also true for any other clearing system indicated in a prospectus
supplement.
DTC, Clearstream, Euroclear and their participants perform these clearance and settlement functions underagreements they have made with one another or with their customers. You should be aware that they are notobligated to perform these procedures and may modify them or discontinue them at any time. The description of
the clearing systems in this section reflects our understanding of the rules and procedures of DTC, Clearstream
and Euroclear as they are currently in effect. Those systems could change their rules and procedures at any time.
DTC
DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking
organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a“clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency”
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities deposited with it
by its participants and facilitates the settlement of transactions among its participants in such securities throughelectronic computerized book-entry changes in accounts of the participants, thereby eliminating the need forphysical movement of securities certificates. DTC’s participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations. DTC is partially owned by theseparticipants or their representatives. Access to DTC’s book-entry system is also available to others, such as
banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with aparticipant of DTC, either directly or indirectly. According to DTC, the foregoing information with respect to
DTC has been provided to the financial community for informational purposes only and is not intended to serve
as a representation, warranty or contract modification of any kind. The rules applicable to DTC and DTC
participants are on file with the SEC.
If the senior debt securities are issued in the form of registered global securities, such senior debt security
will be deposited with DTC on the closing date. This means that we will not issue certificates to each holder. If
we issue one global note with respect to each series of senior debt securities to DTC, DTC will keep acomputerized record of its participants whose clients have purchased the senior debt securities. The participant
will then keep a record of its clients who purchased the securities. Unless it is exchanged in whole or in part for acertificated senior debt security, a global security may not be transferred; except that DTC, its nominees, andtheir successors may transfer a global security as a whole to one another.
Beneficial interests in the global securities will be shown on, and transfers of the global securities will bemade only through, records maintained by DTC and its participants. We will wire principal and interest payments
to DTC’s nominee. We and the trustee will treat DTC’s nominee as the owner of the global securities for all
purposes. Accordingly, we, the trustee and any paying agent will have no direct responsibility or liability to pay
amounts due on the global securities to owners of beneficial interests in the global security.
10

It is DTC’s current practice, upon receipt of any payment of principal or interest, to credit direct
participants’ accounts on the payment date according to their respective holdings of beneficial interest in the
global security as shown on DTC’s records. In addition, it is DTC’s current practice to assign any consenting or
voting right to direct participants whose accounts are credited with securities on a record date, by using anomnibus proxy. Payments by participants to owners of beneficial interest in the global security, and voting byparticipants, will be governed by the customary practices between the participants and owners of beneficial
interest, as is the case with securities held for the account of customers registered in “street name”. However,payments will be the responsibility of the participants and not of DTC, the trustee or us.
Clearstream
Clearstream was incorporated as a limited liability company under Luxembourg law. Clearstream holds
securities for its customers and facilitates the clearance and settlement of securities transactions between
Clearstream customers through electronic book-entry changes in accounts of Clearstream customers, thus
eliminating the need for physical movement of certificates. Clearstream provides to its customers, among otherthings, services for safekeeping, administration, clearance and settlement of internationally traded securities,
securities lending and borrowing and collateral management. Clearstream interfaces with domestic markets in a
number of countries. Clearstream has established an electronic bridge with Euroclear Bank S.A./N.V., theoperator of the Euroclear System, to facilitate settlement of trades between Clearstream and Euroclear.
As a registered bank in Luxembourg, Clearstream is subject to regulation by the Luxembourg Commission
for the Supervision of the Financial Sector. Clearstream customers are recognized financial institutions aroundthe world, including underwriters, securities brokers and dealers, banks, trust companies and clearing
corporations. In the United States, Clearstream customers are limited to securities brokers and dealers and banks,and may include the underwriters for the senior debt securities offered under any prospectus supplement. Other
institutions that maintain a custodial relationship with a Clearstream customer may obtain indirect access to
Clearstream. Clearstream is an indirect participant in DTC.
Distributions with respect to the senior debt securities held beneficially through Clearstream will becredited to cash accounts of Clearstream customers in accordance with its rules and procedures, to the extent
received by Clearstream.
Euroclear
Euroclear was created in 1968 to hold securities for participants of Euroclear and to clear and settle
transactions between Euroclear participants through simultaneous electronic book-entry delivery against
payment, thus eliminating the need for physical movement of certificates and risk from lack of simultaneoustransfers of securities and cash. Transactions may now be settled in many currencies, including United States
dollars and Japanese yen. Euroclear provides various other services, including securities lending and borrowing
and interfaces with domestic markets in several countries generally similar to the arrangements for cross-market
transfers with DTC described below.
Euroclear is operated by Euroclear Bank S.A./N.V. (the “Euroclear Operator”), under contract with
Euroclear Clearance System plc, a U.K. corporation (the “Euroclear Clearance System”). The Euroclear Operator
conducts all operations, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts
with the Euroclear Operator, not the Euroclear Clearance System. The Euroclear Clearance System establishes
policy for Euroclear on behalf of Euroclear participants. Euroclear participants include banks (including central
banks), securities brokers and dealers and other professional financial intermediaries and may include theunderwriters for the senior debt securities offered under any prospectus supplement. Indirect access to Euroclear
is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant,either directly or indirectly. Euroclear is an indirect participant in DTC.
11

Distributions with respect to the securities held beneficially through Euroclear will be credited to the cash
accounts of Euroclear participants in accordance with the Euroclear terms and conditions, to the extent received
by the Euroclear Operator and by Euroclear.
Settlement
You will be required to make your initial payment for the senior debt securities in immediately available
funds. Secondary market trading between DTC participants will occur in the ordinary way in accordance with
DTC rules and will be settled in immediately available funds using DTC’s Same-Day Funds Settlement System.
Secondary market trading between Clearstream participants and/or Euroclear participants will occur in theordinary way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear andwill be settled using the procedures applicable to conventional eurobonds in immediately available funds.
Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, anddirectly or indirectly through Clearstream participants or Euroclear participants, on the other, will be effected in
DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its U.S.
depositary; however, such cross-market transactions will require delivery of instructions to the relevant European
international clearing system by the counterparty in such system in accordance with its rules and procedures andwithin its established deadlines (based on European time). The relevant European international clearing systemwill, if the transaction meets its settlement requirements, deliver instructions to the U.S. depositary to take action
to effect final settlement on its behalf by delivering or receiving senior debt securities in DTC, and making or
receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC.
Clearstream participants and Euroclear participants may not deliver instructions directly to their respective U.S.
depositaries.
Because of time-zone differences, credits of securities received in Clearstream or Euroclear as a result of atransaction with a DTC participant will be made during subsequent securities settlement processing and dated thebusiness day following the DTC settlement date. Such credits or any transactions in such securities settled during
such processing will be reported to the relevant Clearstream participants or Euroclear participants on suchbusiness day. Cash received in Clearstream or Euroclear as a result of sales of securities by or through a
Clearstream customer or a Euroclear participant to a DTC participant will be received with value on the DTC
settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business
day following settlement in DTC.
Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitatetransfers of securities among participants of DTC, Clearstream and Euroclear, they are under no obligation to
perform or continue to perform such procedures and such procedures may be discontinued at any time. The
securities have been accepted for clearance through DTC, Clearstream and Euroclear.
Other Clearing Systems
We may choose any other clearing system for a particular series of senior debt securities. The clearance
and settlement procedures for the clearing system we choose will be described in the applicable prospectus
supplement.
Authentication and Delivery
At any time and from time to time after the execution and delivery of the Indenture, we may deliver seniordebt securities of any series to the trustee for authentication, and the trustee shall then authenticate and deliver
such securities to or upon our written order, signed by an authorized officer of ours, without any further action by
us. In authenticating the senior debt securities and accepting the additional responsibilities under the Indenture,
the trustee shall be entitled to receive, and shall be fully protected in relying upon, various documentation fromus, including copies of the resolution of our board of directors authorizing the issuance of securities, any
supplemental indenture, officer’s certificates and opinions from legal counsel.
12Repurchase
We or any of our subsidiaries may, at any time, subject to prior confirmation of the FSA (if suchconfirmation is required under the Financial Instruments and Exchange Act or any other applicable laws andregulations then in effect), purchase any or all of the senior debt securities in the open market or otherwise at any
price in accordance with any applicable law or regulation. Subject to applicable law, neither we nor any of our
subsidiaries shall have any obligation to purchase or offer to purchase any senior debt securities held by any
holder as a result of our or its purchase or offer to purchase senior debt securities held by any other holder in the
open market or otherwise. Any such senior debt securities purchased by us or any of our subsidiaries may, at ourdiscretion or the discretion of the relevant subsidiaries, as the case may be, be held or resold or surrendered to therelevant trustee for cancellation by us or any such subsidiary, as the case may be. The senior debt securities sopurchased, while held by or on behalf of us or any such subsidiary, as the case may be, shall not entitle the holder
to vote at any meetings of the holders of the relevant series of senior debt securities and shall not be deemed to beoutstanding for the purposes of calculating quorums at meetings of the holders of such series of senior debt
securities or for the purposes of “—Default, Remedies and Waiver of Default—Remedies If an Event of Default
Occurs” below.
Redemption and Repayment
Unless otherwise indicated in your prospectus supplement, your senior debt security will not be entitled tothe benefit of any sinking fund—that is, we will not deposit money on a regular basis into any separate custodial
account to repay your senior debt securities. In addition, we will not be entitled to redeem your senior debt
security before its stated maturity unless your prospectus supplement specifies a redemption commencement
date. You will not be entitled to require us to buy your senior debt security from you, before its stated maturity,
unless your prospectus supplement specifies one or more repayment dates.
If your prospectus supplement specifies a redemption commencement date or a repayment date, it will also
specify one or more redemption prices or repayment prices, which may be expressed as a percentage of theprincipal amount of your senior debt security. It may also specify one or more redemption periods during which
the redemption prices relating to a redemption of senior debt securities during those periods will apply.
If your prospectus supplement specifies a redemption commencement date, your senior debt security will
be redeemable at our option, subject to prior confirmation of the FSA (if such confirmation is required under the
Financial Instruments and Exchange Act or any other applicable laws and regulations then in effect), at any timeon or after that date or at a specified time or times. If we redeem your senior debt security, we will do so at the
specified redemption price, together with interest accrued to but excluding the redemption date. If different prices
are specified for different redemption periods, the price we pay will be the price that applies to the redemption
period during which your senior debt security is redeemed.
If your prospectus supplement specifies a repayment date, your senior debt security will be repayable at theholder’s option on the specified repayment date at the specified repayment price, together with interest accrued tobut excluding the repayment date.
If we exercise an option to redeem any senior debt security, we will give to the holder written notice of theprincipal amount of the senior debt security to be redeemed, not less than 30 days nor more than 60 days before
the applicable redemption date unless otherwise indicated in your prospectus supplement. We will give the noticein the manner described below in “—Notices”.
If a senior debt security represented by a global senior debt security is subject to repayment at the holder’s
option, the depositary or its nominee, as the holder, will be the only person that can exercise the right torepayment. Any indirect owners who own beneficial interests in the global senior debt security and wish to
exercise a repayment right must give proper and timely instructions to their banks or brokers through which theyhold their interests, requesting that they notify the depositary to exercise the repayment right on their behalf.
13Different firms have different deadlines for accepting instructions from their customers, and you shouldtake care to act promptly enough to ensure that your request is given effect by the depositary before theapplicable deadline for exercise.
Street name and other indirect owners should contact their banks or brokers for information about how to
exercise a repayment right in a timely manner.
Optional Tax Redemption
In the event of changes to Japanese withholding tax law after the date of the applicable prospectus
supplement, and in other limited circumstances that require us to pay additional amounts, as described in“—Payment of Additional Amounts”, we may, subject to prior confirmation of the FSA (if such confirmation isrequired under the Financial Instruments and Exchange Act or any other applicable laws and regulations then in
effect), call all, but not less than all, of the relevant senior debt securities of a series for redemption.
If we call the senior debt securities, we must pay you 100% of their principal amount (except in the case ofcertain original issue discount securities). We will also pay you accrued but unpaid interest through but notincluding the date fixed for redemption and any related additional amounts due on the date fixed for redemption.
Senior debt securities will stop bearing interest on the redemption date, even if you do not collect your money.
We will give notice to the trustee of any redemption we propose to make at least 45 days, but not more than 60days, before the redemption date. Notice by the trustee to participating institutions and by these participants tostreet name holders of indirect interests in the senior debt securities will be made according to arrangements
among them and may be subject to statutory or regulatory requirements.
Prior to giving notice of a tax redemption, we will deliver to the trustee (i) a certificate signed by a duly
authorized officer stating that we are entitled to effect such redemption and setting forth a statement of facts
showing that the conditions precedent to our right to so redeem have occurred, and (ii) an opinion of legal
counsel of recognized standing to the effect that we are or would be required to pay additional amounts as aresult of such change in Japanese law.
Notwithstanding any of the foregoing, we may give such notice in any manner permitted or required by
DTC, Euroclear or Clearstream, as applicable.
Mergers and Similar Transactions
We are generally permitted to consolidate with or merge into another corporation or other entity. We arealso permitted to convey, transfer or lease our properties and assets substantially as an entirety to anothercorporation or other entity. With regard to any series of senior debt securities, however, we may not take any ofthese actions unless all the following conditions are met:•

If the successor entity in the transaction is not Nomura Holdings, Inc., the successor entity must beorganized and validly existing as a corporation, partnership or trust and must expressly assume ourobligations under the senior debt securities of that series and the Indenture. The successor entity may
be organized under the laws of any jurisdiction, whether in Japan, the United States or elsewhere.

•

Immediately after giving effect to the transaction, no default under the senior debt securities of that
series has occurred and is continuing. For this purpose, “default under the senior debt securities of that
series” means an event of default with respect to that series or any event that would be an event ofdefault with respect to that series if the requirements for giving us default notice and for our default
having to continue for a specific period of time were disregarded. We describe these matters below
under “—Default, Remedies and Waiver of Default”.

If the conditions described above are satisfied with respect to the senior debt securities of any series, wewill not need to obtain the approval of the holders of those senior debt securities in order to merge or consolidate14

or to convey, transfer or lease our properties and assets. Also, these conditions will apply only if we wish tomerge or consolidate with another entity or convey, transfer or lease our properties and assets substantially as anentirety to another entity. We will not need to satisfy these conditions if we enter into other types of transactions,
including any transaction in which we acquire the stock or assets of another entity, any transaction that involves achange of control of Nomura Holdings, Inc., or any share-for-share exchange (kabushiki-kokan), share transfer(kabushiki-iten), partial share exchange (kabushiki-kofu) or corporate split (kaisha bunkatsu) pursuant to theCompanies Act, but in which we do not merge or consolidate, and any transaction in which we convey, transfer
or lease less than substantially all our properties and assets.
Default, Remedies and Waiver of Default
You will have special rights if an event of default with respect to your series of senior debt securities
occurs and is continuing, as described in this subsection.
Events of Default
Unless your prospectus supplement says otherwise, when we refer to an event of default with respect to any
series of senior debt securities, we mean any of the following:•

We do not pay the principal or any premium on any senior debt security of that series on the due date
and the non-payment continues for a period of 30 days;•

We do not pay interest on any senior debt security of that series within 30 days after the due date;•We default in the performance or remain in breach of any covenant we make in the Indenture for the
benefit of the relevant series, for 90 days after we receive a notice of default stating that we are indefault or breach and requiring us to remedy the default or breach. The notice must be sent by thetrustee or the holders of at least 25% in principal amount of the relevant series of senior debt securities
then outstanding;•We file for bankruptcy or other events of voluntary or involuntary bankruptcy, insolvency orreorganization relating to us occur; or•If the applicable prospectus supplement states that any additional event of default applies to the series,that event of default occurs.

We may change, eliminate, or add to the events of default with respect to any particular series or any
particular senior debt security or senior debt securities within a series, as indicated in the applicable prospectus
supplement.
Remedies If an Event of Default Occurs
Except as otherwise specified in the applicable prospectus supplement, if an event of default has occurredwith respect to any series of senior debt securities and has not been cured or waived, the trustee or the holders of
not less than 25% in principal amount of all senior debt securities of that series then outstanding may accelerate
the stated maturity of the affected series of senior debt securities by declaring the entire principal amount of thesenior debt securities of that series to be due immediately.
Except as otherwise specified in the applicable prospectus supplement, if the stated maturity of any series
is accelerated and a judgment for payment has not yet been obtained, the holders of a majority in principal
amount of the senior debt securities of that series may cancel the acceleration, subject to certain conditions set
forth in the Indenture.
The trustee is not required to take any action under the Indenture at the request of any holders unless theholders offer the trustee reasonable protection from expenses and liability. If the trustee is provided with an15

indemnity reasonably satisfactory to it, the holders of a majority in principal amount of all senior debt securitiesof the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal
action seeking any remedy available to the trustee with respect to that series. These majority holders may also
direct the trustee in performing any other action under the Indenture with respect to the senior debt securities ofthat series.
Before you bypass the trustee and bring your own lawsuit or other formal legal action or take other steps toenforce your rights or protect your interests relating to any senior debt security, all of the following must occur:•

The holder of our senior debt securities must give the trustee written notice that an event of default has
occurred, and the event of default must not have been cured or waived;•

The holders of not less than 25% in principal amount of all senior debt securities of your series must
make a written request that the trustee take action because of the default, and they or other holders
must offer to the trustee indemnity reasonably satisfactory to the trustee against the cost and otherliabilities of taking that action;•

The trustee must not have taken action for 60 days after the above steps have been taken; and•During those 60 days, the holders of a majority in principal amount of the senior debt securities ofyour series must not have given the trustee directions that are inconsistent with the above written
request of the holders of not less than 25% in principal amount of the senior debt securities of yourseries.

You are entitled at any time, however, to bring a lawsuit for the payment of money due on your senior debt
security on or after its stated maturity (or, if your senior debt security is redeemable, on or after its redemptiondate).
Waiver of Default
The holders of not less than a majority in principal amount of the senior debt securities of any series may
waive a default for all senior debt securities of that series. If this happens, the default will be treated as if it has
not occurred. No one can waive a payment default on your senior debt security, however, without the approval of
the particular holder of that senior debt security.
Compliance with Indenture
We will furnish to the trustee every year a written statement certifying that to our knowledge we are incompliance with the Indenture and the senior debt securities issued under it, or else specifying any default underthe Indenture.
Book-entry and other indirect owners should consult their banks or brokers for information on how to givenotice or direction to or make a request of the trustee and how to declare or cancel an acceleration of the statedmaturity of a series of senior debt securities. Book-entry and other indirect owners are described above under“— Book-Entry; Delivery and Form”.
Limitation on Actions for Attachment
Each holder of senior debt securities and the trustee acknowledge, accept, consent and agree, for a periodof 30 days from and including the date upon which the Prime Minister of Japan confirms that specified item 2
measures (tokutei dai nigō sochi), which are the measures set forth in Article 126-2, Paragraph 1, Item 2 of the
Deposit Insurance Act (or any successor provision thereto), need to be applied to us, not to initiate any action to
attach any of our assets, the attachment of which has been prohibited by designation of the Prime Minister ofJapan pursuant to Article 126-16 of the Deposit Insurance Act (or any successor provision thereto).
16

We shall, as soon as practicable after the Prime Minister of Japan has confirmed that specified item 2
measures (tokutei dai nigō sochi) set forth in Article 126-2, Paragraph 1, Item 2 of the Deposit Insurance Act (orany successor provision thereto) need to be applied to us, deliver a written notice of such event to the holders ofsenior debt securities and the trustee through DTC or the relevant clearing organization. Any failure or delay by
us to provide such written notice shall not change or delay the effect of the acknowledgement, acceptance,
consent and agreement of the holders of senior debt securities or the trustee described in the preceding paragraph.
Limited Rights to Set Off by Holders of Senior Debt Securities
Subject to applicable law, each holder of senior debt securities, by the acceptance of any interest in thesenior debt securities, agrees that, if (a) we shall institute proceedings seeking adjudication of bankruptcy or
seeking reorganization under the Bankruptcy Act of Japan (Act No. 75 of 2004, as amended) (the “BankruptcyAct”), the Civil Rehabilitation Act of Japan (Act No. 225 of 1999, as amended) (the “Civil Rehabilitation Act”),
the Corporate Reorganization Act of Japan (Act No. 154 of 2002, as amended) (the “Corporate ReorganizationAct”), the Companies Act or any other similar applicable law of Japan, and as long as such proceedings shallhave continued, or a decree or order by any court having jurisdiction shall have been issued adjudging us
bankrupt or insolvent or approving a petition seeking reorganization under any such laws, and as long as suchdecree or order shall have continued undischarged or unstayed, or (b) our liabilities exceed, or may exceed, ourassets, or we suspend, or may suspend, repayment of our obligations, it will not, and waives its right to, exercise,claim or plead any right of set off, compensation or retention in respect of any amount owed to it by us arisingunder, or in connection with, the senior debt securities or the Indenture.
Permitted Transfer of Assets or Liabilities
Notwithstanding certain requirements under the Indenture relating to our ability to merge or consolidate
with or merge into, or sell, assign, transfer, lease or convey all or substantially all of our properties or assets toany person or persons, each holder of senior debt securities and the trustee acknowledge, accept, consent andagree to any transfer of our assets (including shares of our subsidiaries) or liabilities, or any portions thereof, withpermission of a Japanese court in accordance with Article 126-13 of the Deposit Insurance Act (or any successor
provision thereto), including any such transfer made pursuant to the authority of the Deposit Insurance
Corporation of Japan to represent and manage and dispose of our assets under Article 126-5 of the Deposit
Insurance Act (or any successor provision thereto), and that any such transfer shall not constitute a sale,assignment, transfer, lease or conveyance of our properties or assets for the purpose of such requirements.
Further Issuances
We reserve the right, from time to time, without the consent of the holders of senior debt securities for any
series, to issue additional senior debt securities of such series on terms and conditions identical to those of thesenior debt securities of that series, which additional senior debt securities shall increase the aggregate principal
amount of, and shall be consolidated and form a single series with, the senior debt securities of that series. We
may also issue other securities under the Indenture as part of a separate series that have different terms from thesenior debt securities.
Modification of the Indenture and Waiver of Covenants
There are four types of changes we can make to the Indenture and the senior debt securities or series ofsenior debt securities issued under the Indenture.
Changes Requiring Holders’ ApprovalFirst, there are changes that cannot be made without the approval of the holder of each senior debt security
affected by the change under the Indenture. Here is a list of those types of changes:•

change the stated maturity for any principal or interest payment on a senior debt security;
17

•

reduce the principal amount, the amount payable on acceleration of the stated maturity after a default,
the interest rate or the redemption price for a senior debt security;•

permit redemption of a senior debt security if not previously permitted;•

impair any right a holder may have to require repayment of its senior debt security;•

impair any right that a holder of an indexed or any other senior debt security may have to convert thesenior debt security for or into securities;•change the currency of any payment on a senior debt security;•change the place of payment on a senior debt security;•

impair a holder’s right to sue for payment of any amount due on its senior debt security;•

reduce the percentage in principal amount of the senior debt securities of any one or more affected
series, taken separately or together, as applicable, and whether comprising the same or different seriesor less than all of the senior debt securities of a series, the approval of whose holders is needed tochange the Indenture or those senior debt securities;•

reduce the percentage in principal amount of the senior debt securities of any one or more affected
series, taken separately or together, as applicable, and whether comprising the same or different seriesor less than all of the senior debt securities of a series, the consent of whose holders is needed towaive our compliance with the Indenture or to waive defaults; and•change the provisions of the Indenture dealing with modification and waiver in any other respect,
except to increase any required percentage referred to above or to add to the provisions that cannot bechanged or waived without approval of the holder of each affected senior debt security.

Changes Not Requiring Holders’ Approval
Changes to the Indenture that are limited to clarifications and changes that would not adversely affect any
senior debt securities of any series in any material respect do not require the approval of the holders of theaffected senior debt securities. Holders’ approval is similarly not necessary to make changes that affect only
senior debt securities to be issued under the Indenture after the changes take effect.
We may also make changes or obtain waivers that do not adversely affect a particular senior debt security,even if they affect other senior debt securities. In those cases, we do not need to obtain the approval of the holderof the unaffected senior debt security; we need only obtain any required approvals from the holders of theaffected senior debt securities.
Changes Requiring Majority Approval
Any other change to the Indenture and the senior debt securities issued thereunder would require thefollowing approval:•

If the change affects only particular senior debt securities within a series, it must be approved by theholders of a majority in principal amount of such particular senior debt securities.

•

If the change affects multiple senior debt securities of one or more series, it must be approved by theholders of a majority in principal amount of all senior debt securities affected by the change, with all
such affected senior debt securities voting together as one class for this purpose (and by the holders ofa majority in principal amount of any affected senior debt securities that by their terms are entitled tovote separately as described below).

In each case, the required approval must be given by written consent.
18

The modification of terms with respect to certain securities of a series issued under the Indenture could be
effectuated without obtaining the consent of the holders of a majority in principal amount of other securities ofsuch series that are not affected by such modification.
The same majority approval would be required for us to obtain a waiver of any of our covenants in the
Indenture. Our covenants include the promises we make about merging, which we describe above under“—Mergers and Similar Transactions”. If the holders approve a waiver of a covenant, we will not have to comply
with it. The holders, however, cannot approve a waiver of any provision in a particular senior debt security, or in
the Indenture as it affects that senior debt security, that we cannot change without the approval of the holder ofthat senior debt security as described above in “—Changes Requiring Holders’ Approval”, unless that holder
approves the waiver.
Book-entry and other indirect owners should consult their banks or brokers for information on how
approval may be granted or denied if we seek to change the Indenture or any senior debt securities or request awaiver.
Special Rules for Action by Holders
When holders take any action under the Indenture, such as giving a notice of default, declaring an
acceleration, approving any change or waiver or giving the trustee an instruction, we will apply the following
rules, except as may otherwise be provided in the applicable prospectus supplement.
Only Outstanding Senior Debt Securities Are Eligible
Only holders of outstanding senior debt securities or the outstanding senior debt securities of the applicableseries, as applicable, will be eligible to participate in any action by holders of such senior debt securities or thesenior debt securities of that series. Also, we will count only outstanding senior debt securities in determining
whether the various percentage requirements for taking action have been met. For these purposes, a senior debt
security will not be “outstanding” if:•

it has been cancelled or surrendered for cancellation;•

we have deposited or set aside, in trust for its holder, money for its payment or redemption;•it has been issued as a replacement for a mutilated, destroyed, lost or stolen senior debt security; or•

we or one of our affiliates, such as Nomura Securities International, Inc., is the owner.

In calculating the principal amount of senior debt securities that are to be treated as outstanding, for an
original issue discount senior debt security, we will use the principal amount that would be due and payable on
the date of the holders’ action if the maturity of the senior debt security were accelerated to that date because of a
default.
Determining Record Dates for Action by Holders
We will generally be entitled to set any day as a record date for the purpose of determining the holders thatare entitled to take action under the Indenture. In certain limited circumstances, only the trustee will be entitled to
set a record date for action by holders. If we or the trustee set a record date for an approval or other action to betaken by holders, that vote or action may be taken only by persons or entities who are holders on the record dateand must be taken during the period that we specify for this purpose, or that the trustee specifies if it sets therecord date. We or the trustee, as applicable, may shorten or lengthen this period from time to time. This period,
however, may not extend beyond the 180th day after the record date for the action. In addition, record dates forany global senior debt security may be set in accordance with procedures established by the depositary from time
to time. Accordingly, record dates for global senior debt securities may differ from those for other senior debt
securities.
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Form, Exchange and Transfer of Senior Debt Securities
If any senior debt securities cease to be issued in registered global form, they will be issued:•

only in fully registered form;•

without interest coupons; and•unless we indicate otherwise in your prospectus supplement, in denominations of $2,000 and integral
multiples of $1,000 in excess thereof.

Holders may exchange their senior debt securities for senior debt securities of smaller denominations or
combined into fewer senior debt securities of larger denominations, as long as the total principal amount is notchanged. You may not exchange your senior debt securities for securities of a different series or having different
terms, unless your prospectus supplement says you may.
Holders may exchange or transfer their senior debt securities at the office of the trustee. They may also
replace lost, stolen, destroyed or mutilated senior debt securities at that office. We have appointed the trustee toact as our agent for registering senior debt securities in the names of holders and transferring and replacing seniordebt securities. We may appoint another entity to perform these functions or perform them ourselves.
Holders will not be required to pay a service charge to transfer or exchange their senior debt securities, butthey may be required to pay for any tax or other governmental charge associated with the exchange or transfer.
The transfer or exchange, and any replacement, will be made only if our transfer agent is satisfied with theholder’s proof of legal ownership. The transfer agent may require an indemnity before replacing any senior debt
securities.
If we have designated additional transfer agents for your senior debt security, they will be named in yourprospectus supplement. We may appoint additional transfer agents or cancel the appointment of any particulartransfer agent. We may also approve a change in the office through which any transfer agent acts.
If the senior debt securities of any series are redeemable and we redeem less than all of those senior debt
securities, we may block the transfer or exchange of those senior debt securities during the period beginning 15
calendar days before the day we mail the notice of redemption and ending on the day of that mailing, in order tofreeze the list of holders to prepare the mailing. We may also refuse to register transfers of or exchange any
senior debt security selected for redemption, except that we will continue to permit transfers and exchanges of
the unredeemed portion of any senior debt security being partially redeemed.
If a senior debt security is issued as a global senior debt security, only the depositary, DTC, Euroclear or
Clearstream, as applicable, will be entitled to transfer and exchange the senior debt security as described in thissubsection, since the depositary will be the sole holder of the senior debt security.
The rules for exchange described above apply to exchange of senior debt securities for other senior debt
securities of the same series and kind. If a senior debt security is convertible, exercisable or exchangeable into or
for a different kind of security, such as one that we have not issued, or for other property, the rules governing thattype of conversion, exercise or exchange will be described in the applicable prospectus supplement.
Paying Agent, Transfer Agent, Registrar and Authenticating Agent
Citibank, N.A., London Branch, Corporate Trust Department, Citigroup Centre, Canada Square, Canary
Wharf, London E14 5LB, United Kingdom, will initially act as paying agent, transfer agent, registrar andauthenticating agent for the senior debt securities. We may change the paying agent, transfer agent, registrar or
authenticating agent without prior notice to the holders of the senior debt securities, and we or any of our
subsidiaries may act as paying agent, transfer agent, registrar or authenticating agent.
20

Unclaimed Payments
Regardless of who acts as paying agent, all money paid by us to a paying agent that remains unclaimed at
the end of two years after the amount is due to a holder will be repaid to us. After that two-year period, the holder
may look only to us for payment and not to the trustee, any other paying agent or anyone else.
Notices
Notices to be given to holders of a global senior debt security will be given only to the depositary, in
accordance with its applicable policies as in effect from time to time. Notices to be given to holders of seniordebt securities not in global form will be sent by mail to the respective addresses of the holders as they appear in
the trustee’s records, and will be deemed given when mailed. Neither the failure to give any notice to a particularholder, nor any defect in a notice given to a particular holder, will affect the sufficiency of any notice given toanother holder.
Book-entry and other indirect owners should consult their banks or brokers for information on how they
will receive notices.
Concerning the Trustee
Citibank, N.A., whose offices are located at 388 Greenwich Street, New York, New York 10013, is initially
serving as the trustee for the senior debt securities. Under the Indenture, we are required to file with the trustee
any information, documents and other reports, or summaries thereof, as may be required under the Trust
Indenture Act, at the times and in the manner provided under the Trust Indenture Act. However, in case of
documents filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, any such filing with thetrustee need not be made until the 15th day after such filing is actually made with the SEC.
Indemnification of Trustee for Actions Taken on Your Behalf
The Indenture provides that we will indemnify the trustee for, and hold it harmless against, any loss, claim,
liability or expense incurred without willful misconduct, negligence or bad faith on its part, arising out of or inconnection with the acceptance or administration of the trust or trusts under the Indenture, including thereasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties under the Indenture. Subject to these provisions and specified otherlimitations, the holders of a majority in aggregate principal amount of each series of outstanding senior debt
securities of each affected series, voting as one class, may direct the time, method and place of conducting any
proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee.
Transfer and Exchange
A holder of the senior debt securities issued in definitive form may transfer or exchange senior debt
securities in accordance with the Indenture. The registrar and the trustee may require a holder of senior debt
securities, among other things, to furnish appropriate endorsements and transfer documents, and to pay any taxes
and fees required by law or permitted by the Indenture.
We will treat the registered holder of senior debt securities as the owner of that senior debt security for all
purposes. See “—Book-Entry, Delivery and Form” above.

21

TAXATION
The material Japanese tax and U.S. federal income tax consequences relating to the purchase andownership of the senior debt securities offered by this prospectus will be set forth in the applicable prospectus
supplement.

22

PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
GeneralWe may sell senior debt securities:•

to or through underwriting syndicates represented by managing underwriters;•

through one or more underwriters without a syndicate for them to offer and sell to the public;•

through the issuance of subscription rights to our existing securityholders;•through dealers or agents; and•to investors directly in negotiated sales or in competitively bid transactions.

Any underwriter or agent involved in the offer and sale of any series of the senior debt securities will be
named in the prospectus supplement. Nomura Securities International, Inc., or other of our subsidiaries, may act
as an underwriter or agent.
The prospectus supplement for each series of senior debt securities will describe:•

the terms of the offering of these senior debt securities, including the name or names of any agent or
agents or the name or names of any underwriters;•

the public offering or purchase price;•

any discounts and commissions to be allowed or paid to any agents or underwriters and all other items
constituting underwriting compensation;•

any securities exchanges on which the senior debt securities may be listed;•

any discounts and commissions to be allowed or paid to dealers; and•other specific terms of the particular offering or sale.

If underwriters are used in the sale, we will execute an underwriting agreement with those underwriters
relating to the senior debt securities that we will offer. Unless otherwise set forth in the prospectus supplement,
the obligations of the underwriters to purchase these senior debt securities will be subject to conditions. The
underwriters will be obligated to purchase all of these senior debt securities if any are purchased.
The senior debt securities subject to the underwriting agreement will be acquired by the underwriters fortheir own account and may be resold by them from time to time in one or more transactions, including negotiatedtransactions, at a fixed public offering price or at varying prices determined at the time of sale. Underwriters may
be deemed to have received compensation from us in the form of underwriting discounts or commissions andmay also receive commissions from the purchasers of these senior debt securities for whom they may act asagent. Underwriters may sell these senior debt securities to or through dealers. These dealers may receive
compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions
from the purchasers for whom they may act as agent. Any initial public offering price and any discounts orconcessions allowed or reallowed or paid to dealers may be changed from time to time.
We also may sell the senior debt securities in connection with a remarketing upon their purchase, inconnection with a redemption or repayment, by a remarketing firm acting as principal for its own account or as
our agent. Remarketing firms may be deemed to be underwriters in connection with the senior debt securities thatthey remarket.
We may authorize underwriters to solicit offers by institutions to purchase the senior debt securities subject
to the underwriting agreement from us, at the public offering price stated in the prospectus supplement under23

delayed delivery contracts providing for payment and delivery on a specified date in the future. If we sell seniordebt securities under these delayed delivery contracts, the prospectus supplement will state that as well as theconditions to which these delayed delivery contracts will be subject and the commissions payable for thatsolicitation.
In connection with underwritten offerings of the senior debt securities offered by this prospectus and inaccordance with applicable law and industry practice, underwriters may over-allot or effect transactions thatstabilize, maintain or otherwise affect the market price of the senior debt securities offered by this prospectus atlevels above those that might otherwise prevail in the open market, including by entering stabilizing bids,
effecting syndicate covering transactions or imposing penalty bids, each of which is described below.
•

A stabilizing bid means the placing of any bid, or the effecting of any purchase, for the purpose of
pegging, fixing or maintaining the price of a security.

•

A syndicate covering transaction means the placing of any bid on behalf of the underwriting syndicate
or the effecting of any purchase to reduce a short position created in connection with the offering.

•

A penalty bid means an arrangement that permits the managing underwriter to reclaim a selling
concession from a syndicate member in connection with the offering when offered senior debt
securities originally sold by the syndicate member are purchased in syndicate covering transactions.

These transactions may be effected on an exchange or automated quotation system, if the senior debt
securities are listed on that exchange or admitted for trading on that automated quotation system, or in theover-the-counter market or otherwise. Underwriters are not required to engage in any of these activities or tocontinue these activities if commenced.
Senior debt securities may be sold directly by us to one or more institutional purchasers, or through agents
designated by us from time to time, at a fixed price or prices, which may be changed, or at varying prices
determined at the time of sale. Any agent involved in the offer or sale of the senior debt securities in respect ofwhich this prospectus is delivered will be named, and any commissions payable by us to the agent will be set
forth, in the prospectus supplement relating to that offering. Unless otherwise indicated in the applicableprospectus supplement, any agent will be acting on a best efforts basis for the period of its appointment.
Underwriters, dealers and agents may be entitled, under agreements with us, to indemnification by us
relating to material misstatements or omissions. Underwriters, dealers and agents may be customers of, engage intransactions with, or perform services for, us and our subsidiaries or affiliates in the ordinary course of business.
Each series of senior debt securities offered by this prospectus will be a new issue of senior debt securities
and will have no established trading market. Any underwriters to whom offered senior debt securities are sold for
public offering and sale may make a market in the offered senior debt securities, but the underwriters will not be
obligated to do so and may discontinue any market making at any time without notice. The senior debt securities
offered by this prospectus may or may not be listed on a national securities exchange. No assurance can be giventhat there will be a market for any senior debt securities offered by this prospectus.
Market-Making Resales by Affiliates
This prospectus may be used by Nomura Securities International, Inc. in connection with offers and salesof the senior debt securities in market-making transactions. In a market-making transaction, Nomura Securities
International, Inc. may resell a security it acquires from other holders, after the original offering and sale of thesenior debt security. Resales of this kind may occur in the open market or may be privately negotiated, at
prevailing market prices at the time of resale or at related or negotiated prices. In these transactions, Nomura
Securities International, Inc. may act as principal or agent, including as agent for the counterparty in a transactionin which Nomura Securities International, Inc. acts as principal, or as agent for both counterparties in a24

transaction in which Nomura Securities International, Inc. does not act as principal. Nomura Securities
International, Inc. may receive compensation in the form of discounts and commissions, including from bothcounterparties in some cases. Other of our affiliates may also engage in transactions of this kind and may use thisprospectus for this purpose.
We do not expect to receive any proceeds from market-making transactions. We do not expect that Nomura
Securities International, Inc. or any other affiliate that engages in these transactions will pay any proceeds fromits market-making resales to us.
Information about the trade and settlement dates, as well as the purchase price, for a market-making
transaction will be provided to the purchaser in a separate confirmation of sale. Unless we or an agent inform you
in your confirmation of sale that your senior debt security is being purchased in its original offering and sale, you
may assume that you are purchasing your senior debt security in a market-making transaction.
Conflicts of Interest
To the extent an initial offering of the senior debt securities will be distributed by one of our affiliates, eachsuch offering of senior debt securities will be conducted in compliance with the requirements of Rule 5121 of
FINRA, regarding a FINRA member firm’s distribution of securities of an affiliate and related conflicts ofinterest. No underwriter, selling agent or dealer utilized in the initial offering of senior debt securities who is oneof our affiliates will confirm sales to accounts over which it exercises discretionary authority without the priorspecific written approval of its customer.
Following the initial distribution of any of the senior debt securities, our affiliates may offer and sell thesesenior debt securities in the course of their businesses. Such affiliates may act as principals or agents in thesetransactions and may make any sales at varying prices related to prevailing market prices at the time of sale orotherwise. Such affiliates may also use this prospectus in connection with these transactions. None of ouraffiliates is obligated to make a market in any of these senior debt securities and may discontinue any marketmaking activities at any time without notice.

25

BENEFIT PLAN INVESTOR CONSIDERATIONS
Certain material consequences under Title I of the U.S. Employee Retirement Income Security Act of1974, as amended, and Section 4975 of the U.S. Internal Revenue Code of 1986, as amended, relating to thepurchase and ownership of the debt securities offered by this prospectus will be set forth in the applicableprospectus supplement.

26

WHERE YOU CAN FIND MORE INFORMATION
Available Information
We file annual reports and other information with the SEC. The SEC maintains an internet site that
contains reports, proxy and information statements, and other information regarding issuers that fileelectronically with the SEC at https://www.sec.gov. Our corporate website is https://www.nomura.com.
We have filed with the SEC a registration statement on Form F-3 relating to the securities covered by thisprospectus. This prospectus is part of the registration statement and does not contain all the information in theregistration statement. Whenever a reference is made in this prospectus to a contract or other document, please beaware that the reference is not necessarily complete and that you should refer to the exhibits that are part of theregistration statement for a copy of the applicable contract or other document. You may review a copy of theregistration statement through the SEC’s internet site noted above.
Incorporation of Documents by Reference
The SEC’s rules allow us to “incorporate by reference” the information we file with the SEC, which meansthat we can disclose important information to you by referring you to those documents. The information
incorporated by reference is an important part of this prospectus, and information that we file after the date ofthis prospectus with the SEC and which is incorporated by reference will automatically update and supersede theinformation contained in this prospectus or incorporated by reference in this prospectus.
We are incorporating by reference (i) our annual report on Form 20-F for the fiscal year ended March 31,
2021 filed with the SEC on June 25, 2021; (ii) our current report on Form 6-K submitted to the SEC on
November 24, 2021 (containing our English translation of our quarterly securities report pursuant to the Financial
Instruments and Exchange Act for the three months and six months ended September 30, 2021, but excludingPart I, Item 4.2—“Quarterly Review Certificate” and the English translation of Quarterly Review Report of
Independent Auditor); and (iii) our current report on Form 6-K submitted to the SEC on December 17, 2021
(containing our interim operating and financial review for the three months and six months ended September 30,2021).
All annual reports on Form 20-F filed with the SEC after the date of this prospectus will be incorporated byreference to this prospectus. In addition, our current reports on Form 6-K submitted to the SEC after the date ofthis prospectus (or portions thereof) will be incorporated by reference in this prospectus only to the extent thatthe reports expressly state that we incorporate them (or such portions) by reference in this prospectus.
Each person, including any beneficial owner, to whom this prospectus is delivered may request a copy ofitems incorporated by reference, at no cost, by writing or telephoning us at our principal executive offices at
Nomura Holdings, Inc., 13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8645, Japan; Telephone: 81-3-67467720; Attention: Treasury Department.
Except as described above, no other information is incorporated by reference in this prospectus, including,
without limitation, information on our website.

27

LEGAL MATTERS
In connection with particular offerings of the securities in the future, and if stated in the applicableprospectus supplement, the validity of those securities may be passed upon for us by Sullivan & Cromwell LLP
as to matters of New York law and by Anderson Mori & Tomotsune as to matters of Japanese law, and for any
underwriters or agents by Simpson Thacher & Bartlett LLP or other counsel named in the applicable prospectus
supplement.

EXPERTS
Our consolidated financial statements appearing in our annual report on Form 20-F for the year ended
March 31, 2021, and the effectiveness of our internal control over financial reporting as of March 31, 2021, havebeen audited by Ernst & Young ShinNihon LLC, independent registered public accounting firm, as set forth intheir reports thereon, included therein, and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm
as experts in accounting and auditing within the meaning of the Securities Act.
With respect to our unaudited interim consolidated financial statements for the six-month periods ended
September 30, 2021 and 2020 included in our current report on Form 6-K submitted to the SEC on December 17,
2021 and incorporated by reference in this prospectus, Ernst & Young ShinNihon LLC reported that they haveapplied limited procedures in accordance with professional standards for a review of such financial statements.
However, their separate report dated December 17, 2021, included in our current report on Form 6-K submitted
to the SEC on December 17, 2021, and incorporated by reference herein, states that they did not audit and they
do not express an opinion on the interim consolidated financial statements. Accordingly, the degree of relianceon their report on such financial statements should be restricted in light of the limited nature of the review
procedures applied. Ernst & Young ShinNihon LLC is not subject to the liability provisions of Section 11 of the
Securities Act for their report on the unaudited interim consolidated financial statements because that report is
not a “report” or a “part” of the Registration Statement prepared or certified by Ernst & Young ShinNihon LLC
within the meaning of Sections 7 and 11 of the Securities Act.

ENFORCEMENT OF CIVIL LIABILITIESWe are a joint stock corporation incorporated with limited liability under the laws of Japan. Most of ourdirectors and executive officers are residents of countries other than the United States. Although some of ouraffiliates have substantial assets in the United States, substantially all of our assets and the assets of our directors
and executive officers (and certain experts named herein) are located outside the United States. As a result, it
may not be possible for investors to effect service of process within the United States upon us or our directors
and executive officers or to enforce against us or these persons judgments obtained in the United States courts
predicated upon the civil liability provisions of the United States securities laws. We have been advised by ourJapanese counsel, Anderson Mori & Tomotsune, that there is doubt as to the enforceability in Japan, in originalactions or in actions to enforce judgments of United States courts, of civil liabilities based solely on United States
securities laws.
Our agent for service of process is Nomura Holding America Inc. (or any successor corporation).
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OUR REGISTERED HEAD OFFICE
Nomura Holdings, Inc.
13-1, Nihonbashi 1-chome
Chuo-ku, Tokyo 103-8645
Japan
OUR LEGAL ADVISORSAs to New York and United States Law:
Sullivan & Cromwell LLP
Otemachi First Square
5-1, Otemachi 1-chome
Chiyoda-ku, Tokyo 100-0004
Japan
As to Japanese Law:Anderson Mori & Tomotsune
Otemachi Park Building
1-1, Otemachi 1-chome
Chiyoda-ku, Tokyo 100-8136
Japan
LEGAL ADVISOR TO THE UNDERWRITERS
As to New York and United States Law:
Simpson Thacher & Bartlett LLP
Ark Hills Sengokuyama Mori Tower
9-10, Roppongi 1-chome
Minato-ku, Tokyo 106-0032
Japan
TRUSTEE

Citibank, N.A.
388 Greenwich Street
New York, N.Y. 10013

PAYING AGENT, TRANSFER AGENT,REGISTRAR AND AUTHENTICATING AGENT
Citibank, N.A., London Branch
Corporate Trust Department, Citigroup Centre
Canada Square, Canary Wharf
London E14 5LB
United Kingdom

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Ernst & Young ShinNihon LLC
Hibiya Mitsui Tower, Tokyo Midtown Hibiya
1-2, Yurakucho 1-chome
Chiyoda-ku, Tokyo 100-0006
Japan