Nomura (NYSE: NMR) executive settles RSUs and cash units; no open-market trades

Rhea-AI Filing Summary

Nomura Holdings executive Minami Naotaka reported routine equity-compensation activity involving restricted and notional stock units. On April 27, 2026, 4,000 Restricted Stock Units were exercised and settled in shares of Common Stock, increasing direct holdings to 31,065 shares after these transactions.

In connection with that vesting, 1,987 Common Stock shares were withheld at $7.71 per share to cover tax withholding obligations. On April 24, 2026, 503 Notional Stock Units and related units were settled in cash, with no shares issued, at a value based on Common Stock priced at $8.21 per share. Following these events, Minami held 2,100 Restricted Stock Units and 1,005 Notional Stock Units in addition to the Common Stock position.

Insights

Equity compensation and governance analyst

These are routine equity-compensation settlements with no open-market trading.

The transactions show Minami Naotaka converting equity awards into Common Stock and cash. On April 27, 2026, 4,000 Restricted Stock Units became Common Stock, while 1,987 shares were withheld at $7.71 to satisfy tax obligations, a standard non-market mechanism.

On April 24, 2026, 503 Notional Stock Units settled in cash at a value tied to Common Stock at $8.21, with no shares issued. Post-transaction, Minami directly holds 31,065 Common Stock shares plus remaining Restricted and Notional Stock Units, indicating continued equity exposure. Overall, these actions appear administrative rather than thesis-changing for investors.

Insider Trade Summary

4,503 shares exercised/converted

Mixed 6 txns

Insider Minami Naotaka

Role See Remarks

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	4,000	$0.00	--
Exercise	Common Stock	4,000	$0.00	--
Tax Withholding	Common Stock	1,987	$7.71	$15K
Exercise	Notional Stock Units	503	$0.00	--
Exercise	Common Stock	503	$0.00	--
Disposition	Common Stock	503	$8.21	$4K

Holdings After Transaction: Restricted Stock Units — 2,100 shares (Direct, null); Common Stock — 31,065 shares (Direct, null); Notional Stock Units — 1,005 shares (Direct, null)

Footnotes (1)

1. Notional Stock Units vested on April 1, 2026 and were settled in cash on April 24, 2026. No shares were issued. Each Notional Stock Unit represents the right to receive cash equal in value to one share of Common Stock. The reported price has been converted into U.S. dollars from Japanese yen using the JPY159.84 = US$1 as spot exchange rate on the Transaction Date, as reported by MUFG Bank, Ltd on April 24, 2026. Restricted Stock Units vested on April 1, 2026 and were settled in shares on April 27, 2026. Shares were withheld to satisfy tax withholding obligations in connection with the settlement of the Restricted Stock Units. The reported price has been converted into U.S. dollars from Japanese yen using the JPY159.56 = US$1 as spot exchange rate on the Transaction Date, as reported by MUFG Bank, Ltd on April 27, 2026. No separate Expiration Date. Each Restricted Stock Unit represents the right to receive one share of Common Stock.

Key Figures

RSUs exercised: 4,000 units Tax withholding shares: 1,987 shares at $7.71 Notional Stock Units settled: 503 units at $8.21 +3 more

6 metrics

RSUs exercised 4,000 units Restricted Stock Units converted into Common Stock on April 27, 2026

Tax withholding shares 1,987 shares at $7.71 Common Stock withheld to satisfy tax obligations on April 27, 2026

Notional Stock Units settled 503 units at $8.21 Settled in cash on April 24, 2026; no shares issued

Common Stock holdings 31,065 shares Direct Common Stock owned after reported transactions

Remaining RSUs 2,100 units Restricted Stock Units outstanding after April 27, 2026 transactions

Remaining Notional Stock Units 1,005 units Notional units outstanding after April 24, 2026 cash settlement

Key Terms

Restricted Stock Units, Notional Stock Units, tax withholding obligations, derivative security, +1 more

5 terms

Restricted Stock Units financial

"Restricted Stock Units vested on April 1, 2026 and were settled in shares"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Notional Stock Units financial

"Notional Stock Units vested on April 1, 2026 and were settled in cash"

tax withholding obligations financial

"Shares were withheld to satisfy tax withholding obligations in connection"

derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Minami Naotaka

(Last) (First) (Middle)

13-1, NIHONBASHI 1-CHOME, CHUO-KU

(Street)

TOKYO JAPAN 103-8645

(City) (State) (Zip)

JAPAN

(Country)

2. Issuer Name and Ticker or Trading Symbol
NOMURA HOLDINGS INC [ NMR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

2a. Foreign Trading Symbol
[TSE: 8604]

3. Date of Earliest Transaction (Month/Day/Year)
04/24/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	04/24/2026		M		503	A	(2)	27,568	D
Common Stock(1)	04/24/2026		D		503	D	$8.21(3)	27,065	D
Common Stock(4)	04/27/2026		M		4,000	A	$0	31,065	D
Common Stock(5)	04/27/2026		F		1,987	D	$7.71(6)	29,078	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Notional Stock Units(1)	(2)	04/24/2026		M			503	(1)	(7)	Common stock	503	$0	1,005	D
Restricted Stock Units(4)(8)	(8)	04/27/2026		M			4,000	(4)	(7)	Common stock	4,000	$0	2,100	D

Explanation of Responses:

1. Notional Stock Units vested on April 1, 2026 and were settled in cash on April 24, 2026. No shares were issued.

2. Each Notional Stock Unit represents the right to receive cash equal in value to one share of Common Stock.

3. The reported price has been converted into U.S. dollars from Japanese yen using the JPY159.84 = US$1 as spot exchange rate on the Transaction Date, as reported by MUFG Bank, Ltd on April 24, 2026.

4. Restricted Stock Units vested on April 1, 2026 and were settled in shares on April 27, 2026.

5. Shares were withheld to satisfy tax withholding obligations in connection with the settlement of the Restricted Stock Units.

6. The reported price has been converted into U.S. dollars from Japanese yen using the JPY159.56 = US$1 as spot exchange rate on the Transaction Date, as reported by MUFG Bank, Ltd on April 27, 2026.

7. No separate Expiration Date.

8. Each Restricted Stock Unit represents the right to receive one share of Common Stock.

Remarks:

Chief Strategy Officer (CSO)

	/s/ Takashi Futaki, as Attorney-in-fact	04/28/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Minami Naotaka report in this Nomura (NMR) Form 4 filing?

Minami Naotaka reported routine equity-compensation activity, including vesting of 4,000 Restricted Stock Units into Common Stock and cash settlement of 503 Notional Stock Units. The filing also shows tax-related share withholding and updated direct Common Stock holdings after these non-market transactions.

Did Minami Naotaka buy or sell Nomura (NMR) shares on the open market?

No open-market purchases or sales are reported. The filing shows derivative exercises and administrative dispositions: RSUs converting into Common Stock, shares withheld for taxes, and Notional Stock Units settled in cash, all tied to existing compensation awards rather than discretionary market trades.

How many Nomura (NMR) shares does Minami Naotaka hold after these transactions?

After the reported transactions, Minami Naotaka directly holds 31,065 shares of Nomura Common Stock. In addition, the filing shows remaining positions of 2,100 Restricted Stock Units and 1,005 Notional Stock Units linked to the value of Nomura’s Common Stock.

What happened to the 4,000 Restricted Stock Units in this Nomura (NMR) filing?

The 4,000 Restricted Stock Units vested on April 1, 2026 and were settled in Nomura Common Stock on April 27, 2026. A portion of the resulting shares, 1,987, was withheld to cover tax obligations associated with this RSU settlement event.

How were the Notional Stock Units treated in Minami Naotaka’s Nomura (NMR) Form 4?

503 Notional Stock Units vested on April 1, 2026 and were settled in cash on April 24, 2026. Each Notional Stock Unit represented the right to receive cash equal in value to one share of Nomura Common Stock, so no new shares were issued.

What prices were used for the tax withholding and cash settlement in this Nomura (NMR) filing?

For the April 24, 2026 cash settlement, the price was converted to $8.21 per share equivalent using a JPY159.84 rate. For the April 27, 2026 tax withholding, the price was $7.71 per share using a JPY159.56 exchange rate, both based on MUFG Bank spot rates.