FORM 6-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Commission File Number: 1-15270

For the month of May 2023

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

13-1, Nihonbashi 1-chome
Chuo-ku, Tokyo 103-8645
Japan(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form
20-F or Form 40-F.
Form 20-F X

Form 40-FIndicate by check mark if the registrant is submitting the Form 6-K in paper as permitted byRegulation S-T Rule 101(b)(1):

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

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

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

NOMURA HOLDINGS, INC.
Date: May 15, 2023

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

News Release

Nomura Determines to Make Disposition of Treasury Shares as Stock
Award
Tokyo, May 15, 2023—Nomura Holdings, Inc. (the “Company”) today announced that its Executive
Management Board has determined to make a disposition of treasury stock as outlined below (the“Decision”)1.
1. Purpose of Disposition of Treasury Stock
As the Company announced in “Nomura to Grant Restricted Stock Units (RSUs)” issued on April
26, 2023, the Company has determined to grant Restricted Stock Units (RSUs) based on theRSU plan (the “Plan”) for directors, executive officers, and employees of the Company and its
subsidiaries (the “Allottees”) as deferred compensation using the Company’s treasury stock.
Under this Plan, in principle, after the expiration of a deferral period determined beforehand by
the Company, the Company will dispose of and allot treasury stock in a number corresponding
to the number of RSUs granted to each Allottee which number is determined beforehand by theCompany, by having the Allottees make a contribution in kind to the Company of monetarycompensation claims granted to the Allottees.
The allotment date for the disposition of treasury stock under the Decision corresponds to theabove-mentioned deferral period and is generally a date that is approximately one, two or three
years from the date of the Decision, respectively, for RSU No.36 to No.38. As for certain
overseas employees who are subject to remuneration regulations in Europe, the allotment dateis a date that is approximately four, five, six or seven years from the date of the Decision,respectively, for RSU No.39 to No.42.
2. Number of Shares to be Allotted and Allottees
Shares to be Allotted to Directors and Executive Officers of the Company
Directors and Executive Officers(Excluding Outside Directors)
Number of Allottees

1

Number of Shares to be Allotted

RSU No.36

8398,300

RSU No.37

8397,500

RSU No.38

8397,300

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

Shares to be Allotted to Employees, etc.
Employees of the Company
Number ofAllottees
RSU No.36RSU No.37
RSU No.38
RSU No.39
RSU No.40
RSU No.41
RSU No.42

252525
2200

Number ofShares to be
Allotted
171,800
171,200
170,600
7,600
7,400
00Directors, Executive Officers, andEmployees of the Company’s
Subsidiaries, etc.
Number of
Number ofShares to beAllottees
Allotted
1,925
25,712,400
1,925
25,644,900
1,932
25,783,900
254
3,431,600
82
1,589,600
8206,000
8205,600(Note) The number of shares to be allotted above is based on the assumption that all monetarycompensation claims to be granted to the Allottees in accordance with the Plan are contributed.
The actual amount of monetary compensation claims to be contributed in kind will be calculated
by deducting a certain amount to be granted in cash, the amount of which will be determined inconsideration of withholding to be made by the Company with respect to the Plan based oneach country’s tax regulations, from the amount of such monetary compensation claims, andhence the number of shares to be actually allotted is expected to decrease from the above
numbers. In addition, the number of shares to be allotted is an estimated number at this point,
and, if the Allottee’s continuous service is terminated prior to vesting date due to his/her own
reasons, or any other certain events arise, the number of shares to be allotted may decrease
without subscription of the Company’s shares.
3. Summary of Disposition of Treasury Stock

1. Payment Period
2. Class andNumber of Shares
to be Disposed
3. Disposition Price
4. Total Amount ofDisposition PriceRSU No.36
April 20, 2024 to May
19, 2024
26,282,500 shares ofcommon stock of theCompany

RSU No.37
April 20, 2025 toMay 19, 2025
26,213,600 sharesof common stock ofthe Company490 yen per share

RSU No.38
April 20, 2026 toMay 19, 2026
26,351,800 sharesof common stock ofthe Company

12,878,425,000 yen

12,844,664,000 yen

12,912,382,000 yen

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

6. Method ofDisposition
7. Method of
Performance ofContribution

Value of Assets to beContributed:
12,878,425,000 yen(price per share isequivalent to thedisposition price)

Value of Assets to beContributed:
12,844,664,000 yen(price per share isequivalent to thedisposition price)

Value of Assets to
be Contributed:
12,912,382,000 yen(price per share isequivalent to thedisposition price)

To be allotted as a stock award to the Allottees listed in 8 below
Through a contribution in kind of monetary compensation claims2

8. Allottee andNumber

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

9. Other

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

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

5. Assets to beContributed

6. Method of
Disposition
7. Method of
PerformanceofContribution

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

Total of 1,965
Directors, Executive
Officers, andemployees, etc., of
the Company and its
subsidiaries

RSU No.39
April 20, 2027 toMay 19, 2027

RSU No.40
April 20, 2028 to
May 19, 2028

RSU No.41
April 20, 2029 to
May 19, 2029

RSU No.42
April 20, 2030 to
May 19, 2030

3,439,200 sharesof common stock ofthe Company

1,597,000 sharesof common stockof the Company

206,000 sharesof common stockof the Company

205,600 sharesof common stockof the Company

490 yen per share
1,685,208,000 yen

782,530,000 yen

100,940,000 yen

100,744,000 yen

Assets to be Contributed: assets other than cash (contribution-in-kind)Description of Assets: monetary compensation claims granted by the Companypursuant to the Decision
Value of Assets toValue of AssetsValue of Assets
Value of Assets
be Contributed:
to be Contributed: to be Contributed: to be Contributed:
1,685,208,000yen
782,530,000yen
100,940,000 yen
100,744,000 yen(price per share is (price per share is (price per share is (price per share isequivalent to theequivalent to theequivalent to theequivalent to thedisposition price)disposition price) disposition price)disposition price)
To be allotted as a stock award to the Allottees listed in 8 below

Through a contribution in kind of monetary compensation claims
Total of 256
Employees of theCompany andDirectors,
Executive Officers,and employees,etc., of theCompany’ssubsidiaries

Total of 84
Employees of theCompany andDirectors,
Executive
Officers, andemployees, etc.,of the Company’ssubsidiaries

Total of 8
Employees of theCompany andDirectors,
Executive
Officers, andemployees, etc.,of the Company’s
subsidiaries

Total of 8
Employees of theCompany andDirectors,
ExecutiveOfficers, andemployees, etc.,of the Company’s
subsidiaries

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

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4. Calculation Basis of Disposition Price and its Specific Content
Disposition price of the disposition of treasury stock based on the Decision is 490 yen, which isthe closing price (rounded up into yen) of shares of common stock of the Company on the Tokyo
Stock Exchange as of the business day immediately preceding the date of the Decision (May12, 2023). The reason to adopt the closing price of such date is that the Company has
determined that, in the circumstance where the shares of common stock of the Company arelisted and no special condition exists that shows an impossibility to depend on the latest stock
price, such stock price is a reasonable one, which reflects corporate performance and market’s
supply/demand circumstance and excludes arbitrariness, and does not fall under an offering at
a favorable price.

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

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