NMR Nomura Holdings Inc

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 July 2024

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-F    

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

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

Information furnished on this form:

EXHIBIT

The registrant hereby incorporates Exhibit 1 to this report on Form 6-K by reference (i) in the prospectus that is part of the Registration Statement on Form F-3 (Registration No. 333-261756) of the registrant, filed with the SEC on December 20, 2021 and (ii) in the prospectus that is part of the Registration Statement on Form F-3 (Registration No. 333-273353) of the registrant and of Nomura America Finance, LLC, filed with the SEC on July 20, 2023.

SIGNATURES

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

Financial Summary For the Three Months Ended June 30, 2024 (U.S. GAAP)

1. Consolidated Operating Results

(1) Operating Results

Note: Return on shareholders’ equity is a ratio of Net income attributable to NHI shareholders to Total NHI shareholders’ equity.

(2) Financial Position

2. Cash Dividends

Note: Fiscal year 2025 Q2 and Q4 dividends are not presented per reasons stated in “3. Earnings forecasts for the year ending March 31, 2025”.

3. Earnings Forecasts for the year ending March 31, 2025

Nomura provides investment, financing and related services in the capital markets on a global basis. In the global capital markets there exist uncertainties due to, but not limited to, economic and market conditions. Nomura, therefore, does not present earnings forecasts.

Notes

(1) Significant changes in the scope of consolidation during the period: None

(2) Adoption of the simplified and particular accounting treatments: None

(3) Changes in accounting policies

  a)  Changes in accounting policies due to amendments to the accounting standards : Yes

  b)  Changes in accounting policies due to other than a) : Yes

Note) Please refer to P.10 “2. Quarterly Consolidated Financial Statements (4) Changes in Accounting Policies” for further details.

(4) Number of shares issued (common stock)

*Review of the Japanese-language originals of the attached consolidated quarterly financial statements by certified public accountants or an audit firm: None

*Proper use of earnings forecasts, and other special matters

We voluntarily have engaged our independent auditor to conduct a review of the quarterly consolidated financial statements. We plan to release the quarterly financial statements with the accompanying review report on August 8, 2024.

Table of Contents for the Accompanying Materials

– 1 –

 U.S. GAAP

Note: Return on shareholders’ equity is a ratio of Net income (loss) attributable to NHI shareholders to Total NHI shareholders’ equity.

Nomura Holdings, Inc. and its consolidated entities (collectively, “Nomura”) reported net revenue of 454.4 billion yen for the three months ended June 30, 2024, an increase of 30.2% from the same period in the prior year. Non-interest expenses increased by 16.2% from the same period in the prior year to 351.5 billion yen. Income before income taxes was 102.9 billion yen and net income attributable to NHI shareholders was 68.9 billion yen for the three months ended June 30, 2024.

 Segment Information

In the above segment information totals, which exclude a part of unrealized gain (loss) on investments in equity securities held for operating purposes, net revenue for the three months ended June 30, 2024 was 453.2 billion yen, an increase of 28.3% from the same period in the prior year. Non-interest expenses increased by 16.2% from the same period in the prior year to 351.5 billion yen. Income before income taxes increased by 101.1% to 101.7 billion yen for the three months ended June 30, 2024. Please refer to page 11 for further details of the differences between U.S. GAAP and business segment amounts.

– 2 –

<Business Segment Results>

The Retail Division has been renamed the “Wealth Management Division”, effective April 1, 2024.

 Operating Results of Wealth Management

Net revenue increased by 23.8% from the same period in the prior year to 114.0 billion yen. Non-interest expense increased by 3.8% to 71.7 billion yen. As a result, income before income taxes increased by 84.2% to 42.3 billion yen.

 Operating Results of Investment Management

Net revenue increased by 79.7% from the same period in the prior year to 47.7 billion yen. Non-interest expense increased by 7.0% to 24.5 billion yen. As a result, income before income taxes increased by 539.1% to 23.2 billion yen. Assets under management were 92.5 trillion yen as of June 30, 2024.

 Operating Results of Wholesale

Net revenue increased by 28.3% from the same period in the prior year to 244.8 billion yen. Non-interest expense increased by 18.5% to 223.7 billion yen. As a result, income before income taxes increased by 905.3% to 21.1 billion yen.

– 3 –

 Other Operating Results

Net revenue was 46.7 billion yen. Income before income taxes was 15.1 billion yen.

Total assets as of June 30, 2024 were 59,741.1 billion yen, an increase of 4,593.9 billion yen compared to March 31, 2024, mainly due to the increase in Trading assets and Securities purchased under agreements to resell. Total liabilities as of June 30, 2024 were 56,177.9 billion yen, an increase of 4,479.2 billion yen compared to March 31, 2024, mainly due to the increase in Securities sold under agreements to repurchase and Trading liabilities. Total equity as of June 30, 2024 was 3,563.2 billion yen, an increase of 114.7 billion yen compared to March 31, 2024.

Nomura provides investment, financing and related services in the capital markets on a global basis. In the global capital markets there exist uncertainties due to, but not limited to, economic and market conditions. Nomura, therefore, does not present earnings and dividend forecasts.

– 4 –

Nomura’s quarterly consolidated financial statements, which comprise the consolidated balance sheet, consolidated statement of income, consolidated statement of comprehensive income and notes, have been prepared in accordance with Article 5, Paragraph 4 of the Tokyo Stock Exchange Inc.’s Standards for the Preparation of Quarterly Financial Statements (the Standards) and accounting principles generally accepted in the United States, applying the provisions for reduced disclosures as set forth in Article 5, Paragraph 5 of the Standards.

The quarterly consolidated financial statements herein have been prepared in accordance with Nomura’s accounting policies which are disclosed in the notes to the consolidated financial statements of Nomura Holdings, Inc.’s Annual Securities Report (the annual report filed in Japan on June 26, 2024) and Form 20-F (the annual report filed with the U.S. Securities and Exchange Commission on June 26, 2024) for the year ended March 31, 2024, with the exception of matters described in (4) Changes in Accounting Policies.

– 5 –

(1) Consolidated Balance Sheets

– 6 –

– 7 –

(2) Consolidated Statements of Income

– 8 –

(3) Consolidated Statements of Comprehensive Income

– 9 –

(4) Changes in Accounting Policies

Fair value measurement of equity securities subject to contractual sale restrictions

The Financial Accounting Standards Board issued Accounting Standards Updates (“ASU”) 2022-03 “Fair Value Measurement: Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” in June 2022 which clarifies that a contractual restriction on the sale of an equity security is an entity-specific characteristic and therefore should not be considered in the fair value measurement of the equity security. The ASU also requires specific disclosures for equity securities subject to contractual sale restrictions. Nomura has applied this new accounting policy prospectively from April 1, 2024.

Voluntary change in accounting policy

Effective from April 1, 2024, Nomura has changed its accounting policy in respect of how accounting guidance provided by Financial Accounting Standards Board Accounting Standards Codification 940 “Financial Services — Brokers and Dealers” (“ASC 940”) is applied to the Company and its consolidated subsidiaries. For the year ended March 31, 2024 and prior, ASC 940 was applied on a consolidated basis to all entities included within the consolidated financial statements of Nomura. Effective from April 1, 2024, the Company and consolidated subsidiaries that are not registered as a broker-dealer (“non-BD entities”) no longer apply ASC 940.

This accounting policy change is primarily due to a planned expansion of Nomura’s banking and investment management business and is therefore intended to allow certain non-BD entities to prospectively classify purchases of new non-trading debt securities as either held to maturity (“HTM”) or available for sale (“AFS”) as defined in ASC 320 “Investments - Debt Securities”. Non-trading debt securities classified as HTM are securities that a non-BD entity has both the ability and the intent to hold until maturity and are carried at amortized cost, while non-trading debt securities classified as AFS are carried at fair value with changes in fair value reported in the consolidated statements of comprehensive income, net of applicable income taxes within Other comprehensive income (loss) and in the consolidated balance sheets, net of applicable income taxes within Accumulated other comprehensive income (loss), a component of NHI shareholders’ equity.

As retrospective application of this accounting policy change is impracticable since it would require use of hindsight regarding historical accounting matters such as the initial classification of non-trading debt securities, Nomura has applied this new accounting policy prospectively from April 1, 2024.

As part of this accounting policy change, existing loans for trading purposes and non-trading debt securities held by non-BD entities elect the fair value option on April 1, 2024 and therefore continue to be measured at fair value through earnings. A similar election is made for subsequent originations or purchases of loans held for trading purposes. Such loans continue to be reported in Trading assets in the consolidated balance sheet with changes in fair value reported in the consolidated statements of income within Revenue - Net gain on trading.

Following the accounting policy change, fair value changes of non-trading debt securities newly acquired on or after April 1, 2024 and classified as HTM or AFS by non-BD entities are not recognized through earnings, unless an impairment loss is recognized.

– 10 –

(5) Segment Information – Operating Segment

The following table shows business segment information and reconciliation items to the consolidated statements of income.

Transactions between operating segments are recorded within segment results on commercial terms and conditions, and are eliminated in “Other.”

The following table presents the major components of income (loss) before income taxes in “Other.”

Note) The Retail Division has been renamed the “Wealth Management Division”, effective April 1, 2024.

– 11 –

(6) Significant Changes in Equity

Not applicable. For further details of the changes, please refer below.

– 12 –

(7) Note with respect to the Assumption as a Going Concern

Not applicable.

(8) Note with respect to Consolidated Statements of Cash Flows

The following table shows depreciation and amortization for the three months ended June 30, 2023 and 2024.

– 13 –

3. Supplementary Information

(1) Consolidated Statements of Income – Quarterly Comparatives