{"url_path":"/sec/nmr/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 Information on the Company","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/1163653/0001193125-26-277134-index.html","accession_number":"0001193125-26-277134","cik":"0001163653","ticker":"NMR","issuer_name":"NOMURA HOLDINGS INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1163653/0001193125-26-277134-index.html","primary_entity_key":"0001163653","primary_entity_name":"NOMURA HOLDINGS INC"},"word_count":23918,"has_tables":true,"body_markdown":"Item 4. Information on the Company\n\nA. History and Development of the Company.\n\nThe Company (previously known as The Nomura Securities Co., Ltd.) was incorporated in Japan on December 25, 1925, under the Commercial Code of Japan when the securities division of The Osaka Nomura Bank, Ltd. became a separate entity specializing in the trading and distribution of debt securities in Japan. The Company was the first Japanese securities company to develop its business internationally with the opening in 1927 of a representative office in New York. In Japan, we broadened the scope of our business when we began trading in equity securities in 1938 and when we organized the first investment trust in Japan in 1941.\n\nWe have played a leading role in most major developments in the Japanese securities market. These developments include the resumption of the investment trust business in the 1950s, the introduction of public stock offerings by Japanese companies in the 1960s, the development of the OTC bond market in the 1970s, the introduction of new types of investment trusts such as the medium-term Japanese government bond investment trust in the 1980s, and the growth of the corporate bond and initial public offering markets in the 1990s.\n\nOur expansion overseas accelerated in 1967, when the Company acquired a controlling interest in Nomura International (Hong Kong) Limited for the purpose of conducting broker-dealer activities in the Hong Kong capital markets. Subsequently, we established a number of other overseas subsidiaries, including Nomura Securities International, Inc. in the U.S. in 1969 as a broker-dealer and Nomura International Limited, now Nomura International plc, in the U.K. in 1981, which acts as an underwriter and a broker, as well as other overseas affiliates, branches and representative offices.\n\n \n\n21\n\n##### Table of Contents\n\nOn October 1, 2001, we adopted a holding company structure. In connection with this reorganization, the Company changed its name from “The Nomura Securities Co., Ltd.” to “Nomura Holdings, Inc.” The Company continues to be listed on the Tokyo Stock Exchange and other stock exchanges. A wholly-owned subsidiary of the Company assumed the Company’s securities businesses and was named “Nomura Securities Co., Ltd.”\n\nThe Company has proactively engaged in establishing a governance framework to ensure transparency in the Company’s management. Among other endeavors, when the Company adopted a holding company structure and was listed on the New York Stock Exchange (“NYSE”) in 2001, the Company installed Outside Directors. In addition, in June 2003, the Company further strengthened and increased the transparency of the Company’s oversight functions by adopting the Company with Three Board Committees (previously known as the Committee System), a system in which management oversight and business execution functions are clearly separated.\n\nIn 2008, to pave the way for future growth, the Company acquired and integrated the operations of Lehman Brothers in Asia Pacific, Europe and the Middle East.\n\nIn 2025, the Company acquired the U.S. and European public asset management business of Macquarie Group Limited.\n\nThe address of the Company’s registered office is 13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8645, Japan, telephone number: +81-3-5255-1000.\n\nThe SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at https://www.sec.gov. Our corporate website is https://www.nomuraholdings.com.\n\nB. Business Overview.\n\nOverview\n\nWe are one of the leading financial services groups in Japan and we operate offices in countries and regions worldwide including Japan, the U.S., the U.K., Singapore and Hong Kong Special Administrative Region (“Hong Kong”) through our subsidiaries.\n\nOur clients include individuals, corporations, financial institutions, governments and governmental agencies.\n\nOur business consists of Wealth Management, Investment Management, Wholesale, and Banking, which are described in further detail below. See also Note 23 “Segment and geographic information” in our consolidated financial statements included in this annual report.\n\nCorporate Goals and Principles\n\n1. Fundamental Management Policy\n\nIn Fundamental Management Policy formulated by the Board of Directors, our company has set the following Management Vision and Basic Vision of Group Management.\n\n \n\n22\n\n##### Table of Contents\n\nFundamental Management Policy of Nomura Holdings, Inc.\n\n \n\n(Management Vision)\n\nNomura Group’s management vision is to enhance its corporate value by deepening society’s trust in the firm and increasing satisfaction of stakeholders, including that of shareholders and clients.\n\nAs a global investment bank, the Company will provide high value-added solutions to clients globally, and recognizing its wider social responsibility, the Company will continue to contribute to the economic growth and development of society.\n\nTo enhance its corporate value, the Company utilizes return on equity (“ROE”) as a management indicator and will strive for sustainable business transformation.\n\n(Basic Vision of Group Management)\n\n(1) Nomura Group will establish its modernized growth model by itself through realizing expansion of its business in new domains. Nomura Group will also establish an earning structure not subject to market condition with proper cost control and risk management.\n\n(2) Nomura Group will aim to serve its customers at the highest level in every investment, by paying thorough attention to the needs of its customers and the market and by providing its customers with highly value-added solutions in financial and capital markets.\n\n(3) Nomura Group will emphasize compliance with applicable laws and regulations and proper corporate behavior to carry out compliance and conduct risk management in daily business operations. Each company of Nomura Group shall respect customers’ interests and comply with applicable laws and regulations relating to the business.\n\n(4) Nomura Group seeks to ensure effective management oversight and increase management transparency.\n\n(5) Nomura Group will contribute to expanding securities markets through daily business and continuously engage in educational activities regarding investment in order to broaden participation in the securities market.\n\n2. Purpose\n\nNomura Group celebrated its 100th anniversary in December 2025. As we look to the next one hundred years, Nomura Group has established a Group Purpose to underpin group management in April 2024. Nomura Group is dedicated to the tenets embodied in its Founder’s Principles and the unwavering values ingrained in its Corporate Philosophy:\n\n \n\nPurpose\n\nWe aspire to create a better world by harnessing the power of financial markets\n\nSince its founding, Nomura Group has strived to contribute to the development of financial markets. Amid a complex and rapidly changing environment, Nomura Group will continue to leverage its knowledge and expertise to deliver added value and create a better world through the financial markets. The Group Purpose articulates Nomura Group’s strong resolve to work together with various stakeholders to build a better future, and its determination to continue taking on new challenges to become the best company for its clients and other stakeholders.\n\n \n\n23\n\n##### Table of Contents\n\n3. Management Vision\n\nIn May 2024, we formulated a new Management Vision for fiscal year 2030, “Reaching for Sustainable Growth”, with the aim of promoting management strategies in line with our Purpose. Nomura Group continues to engage in the development of the financial and capital markets and the provision of optimal solutions to our clients by facilitating the circulation of risk capital through the provision of a wide range of financial services.\n\nOur Business Divisions\n\nWealth Management\n\nIn our Wealth Management Division, we conduct wealth management business by delivering a wide range of financial products and services, including, high-quality investment services and non-financial services, mainly for individuals and corporations in Japan, primarily through a network of nationwide branches of NSC and online services. The total number of local branches, including our head office, was 104 as of the end of March 2026.\n\nWe offer asset consultation services to meet the medium and long-term needs of our clients to manage their assets. We discuss Wealth Management client assets in “Wealth Management Client Assets” under Item 5.A. of this annual report.\n\nInvestment Management\n\nOur Investment Management Division is committed to providing high-quality investment strategies, products, and services to a wide range of investors. Along with delivering investment trusts for individual investors through financial institutions in Japan, we provide various investment solutions, both in public and private market asset classes, to pension funds, institutional investors, and financial intermediaries globally.\n\nWe are continuously improving our product offerings and services to meet the diversifying investment needs of our client base in the broad asset management business. By combining our expertise in traditional assets such as stocks and bonds with alternative assets such as private equity, private debt, and real assets, we provide added value and offer advanced services and solutions to meet the diverse needs of our clients. Within the Investment Management Division, Nomura Asset Management Co., Ltd. and our other investment and asset management companies maintain their respective independence in their investing activities to fulfill applicable fiduciary duties while leveraging the common knowledge, infrastructure, and capabilities of Nomura Group.\n\nOur primary source of revenue stems from the asset management fees received from our clients or funds we manage. Typically, our asset management fees are based on fixed annual rates calculated based on the amount of assets under our management. Also, we occasionally receive success or performance-linked fees contingent on the investment performance delivered to our clients. We also seek to generate investment gains through our own investments. We often co-invest in private market funds we manage alongside external investors to demonstrate our commitment to the underlying investment strategies of those funds.\n\nMacquarie Acquisition\n\nOn December 1, 2025, we completed the acquisition of 100% equity interests in Macquarie Management Holdings, Inc., Macquarie Investment Management Holdings (Luxembourg) S.à r.l., and Macquarie Investment Management Holdings (Austria) GmbH for a purchase price of ¥288.8 billion. As a result, these companies became consolidated subsidiaries of Nomura on such date and have subsequently been renamed as Nomura Management Holdings, Inc., Nomura Investment Management Holdings (Luxembourg) S.à r.l., and Nomura Investment Management Holdings (Austria) GmbH, respectively.\n\nThe acquisition represents a significant step towards our 2030 management vision, resulting in an increase of assets under management of approximately ¥25,524 billion in retail and institutional client assets across equities, fixed income and multi-asset strategies, under Nomura’s global Nomura Asset Management brand.\n\n \n\n24\n\n##### Table of Contents\n\nWholesale\n\nOur Wholesale Division consists of Global Markets, which is mainly engaged in trading, sales, and structuring of financial products, and Investment Banking, which is engaged in advisory, financing, and solution businesses.\n\nGlobal Markets\n\nGlobal Markets offers a wide range of services in fixed income and equities including: trading, sales, structuring of financial products as well as providing structured financing and solutions.\n\nFixed income includes: government securities, interest rate derivatives, investment-grade and high-yield corporate debt, credit derivatives, G-10 and emerging markets currencies, and securitized products, in both OTC and listed markets. We act as primary dealers in the Japanese government securities market as well as select markets in Asia, Europe, and the U.S.\n\nEquities include: listed equity securities, Exchange Traded Funds (“ETFs”), convertible securities, listed and OTC equity derivatives, and equity financing in select markets with the support of prime services. Additionally, we offer agency execution services utilizing cutting-edge trading technology to help clients achieve best execution for their market trades. To provide extensive market access to our clients, we are a member of various exchanges around the world, with an industry leading market share on the Tokyo Stock Exchange.\n\nThese product offerings are supported by our global structuring and quantitative analysis functions, which paired with our utilization of information technology, help provide tailored ideas and trading strategies for our institutional and corporate clients as well as our retail franchise.\n\nInvestment Banking\n\nWe offer a broad range of investment banking services to a diverse range of corporations, financial institutions, sovereigns, financial sponsors and others. We aim to establish and cultivate strong, long-term relationships with our clients by providing them with our extensive resources for each bespoke solution.\n\nFinancing & Solutions. We underwrite offerings of a wide range of securities and other financial instruments, including various classes of shares, convertible and exchangeable securities, investment grade and high yield debt, sovereign and emerging market debt, structured securities and other securities in the Asian, European, U.S. and other financial markets while also engaging in other capital raising activities. We also provide a wide range of solution products including event driven solutions (e.g. deal contingent hedging) and non-event driven solutions (e.g. cash management).\n\nFinancial Advisory. We provide financial advisory services on business transactions including mergers and acquisitions, divestitures, spin-offs, capital structuring, corporate defense activities and leveraged buyouts. Our involvement in reorganizations and other corporate restructurings related to industry consolidation enhances our opportunities to offer clients other investment banking services.\n\nBanking\n\nThe Banking Division, established in April 2025, comprises The Nomura Trust and Banking Co., Ltd., which provides banking and trust/agent services to a broad spectrum of customers in Japan, and Nomura Bank (Luxembourg) S.A., which provides fund administration services for Cayman- and Luxembourg-domiciled investment funds primarily held by Japanese investors. Banking services principally generate revenue by investing funds obtained from deposits (including retail internet banking deposits) in securities-backed loans and securities investments. Trust and agent services principally generate revenue by managing clients’ investment assets for investment trusts and similar vehicles.\n\n \n\n25\n\n##### Table of Contents\n\nEach entity leverages its strengths in private and bespoke solutions to address a wide range of client needs, including asset accumulation and the orderly succession of assets.\n\nOur Research Activities\n\nWe have an extensive network of intellectual capital with key research offices in Tokyo, Hong Kong and other major markets in the Asia-Pacific region, as well as in London and New York. We are recognized as a leading content provider with an integrated global approach to providing capital markets research. Our analysts collaborate closely across regions and disciplines to track changes and spot future trends in politics, economics, foreign exchange, interest rates, equities, and credit, and also provide quantitative analysis.\n\nOur Information Technology\n\nWe believe that information technology is integral to our overall business and intend to maintain and enhance our technology platform to ensure that we are able to meet and exceed our clients’ needs. Accordingly, we will continue to invest, enhance and adapt our technology platform to ensure it remains aligned to the firm’s strategy and proactively seek and implement innovative financial technology to improve the operations of our business.\n\nIn our Wealth Management Division, we continually invest and enhance our core system and related systems to improve efficiency in our business operations. We are also continuously working on improving our internet-based and smartphone platforms.\n\nIn our Investment Management Division, we are dedicated to investing in and improving our technology platforms that are essential to our core businesses by leveraging third-party services to enhance our capabilities and efficiency. We are also continuously working on digital marketing initiatives to expand our business opportunities, and utilizing advanced technology to automate and sophisticate operations within the Investment Management Division.\n\nIn our Wholesale Division, we continually invest and enhance our technology platforms to provide better risk management and improved data governance, as well as increase trading capabilities and improve efficiency in our business processes. In order to ensure adequate support for our Wholesale operations, we continue to utilize our offshore service entities in India and further enhance our regional support based capabilities.\n\nIn our Banking Division, we plan to continually invest in and enhance our technology platforms to strengthen risk management and improve the efficiency of our business processes. We are also committed to continuously investing in and improving our internet banking services to enhance customer convenience and security, as well as our initiatives in digital marketing.\n\nFurthermore, our digital transformation efforts are directly linked to the competitiveness of financial institutions in the future, and we will continue to promote a wide range of initiatives based on our strategy in order to provide highly convenient services to our clients and respond to diversifying needs. We also believe that our people are the source of added value created by the Nomura Group even in a world where digitization and digitalization are advanced. We will continue to strengthen the development of our human resources with the qualities required for the upcoming era, such as consulting capabilities that make full use of both face-to-face and virtual communications.\n\nCompetition\n\nThe financial services industry is intensely competitive and we expect it to remain so. We compete globally with other brokers and dealers, investment banking firms, commercial banks, investment advisors and other financial services firms. We also face competition on regional, product and niche bases from local and specialist\n\n \n\n26\n\n##### Table of Contents\n\nfirms. Increasingly, we face competition from online securities firms, FinTech companies and non-financial companies entering the financial services sector. A number of factors determine our competitive position against other firms, including:\n\n \n\n \n•\n \n\nthe quality, range and prices of our products and services,\n\n \n\n \n•\n \n\nour ability to originate and develop innovative client solutions,\n\n \n\n \n•\n \n\nour ability to maintain and develop client relationships,\n\n \n\n \n•\n \n\nour ability to access and commit capital resources,\n\n \n\n \n•\n \n\nour ability to retain and attract qualified employees, and\n\n \n\n \n•\n \n\nour general reputation.\n\nOur competitive position is also affected by the overall condition of the global financial markets, which are influenced by factors such as:\n\n \n•\n \n\nthe monetary and fiscal policies of national governments and international economic organizations,\n\n \n\n \n•\n \n\neconomic, political and social developments both within and between Japan, the U.S., Europe and other major industrialized and developing countries and regions, and\n\n \n\n \n•\n \n\nincreasing digitalization beyond the traditional financial sector\n\nIn Japan, we compete with other Japanese and non-Japanese securities companies and other financial institutions. Competition has become more intense due to deregulation in the Japanese financial industry since the late 1990s and the increased presence of global securities companies and other financial institutions. In particular, major global firms have increased their presence in securities underwriting, corporate advisory services (particularly, mergers and acquisitions advisory) and secondary securities sales and trading.\n\nThere has also been substantial consolidation and convergence among financial institutions, both within Japan and globally and this trend continued as the credit crisis caused mergers and acquisitions and asset acquisitions in the industry. The growing presence and scale of financial groups which encompass commercial banking, securities brokerage, investment banking and other financial services has led to increased competition. Through their broadened offerings, these firms are able to create good client relationships and leverage their existing client base in the brokerage and investment banking business as well.\n\nIn addition to the breadth of their products and services, these firms have the ability to pursue greater market share in investment banking and securities products by reducing margins and relying on their commercial banking, asset management, insurance and other financial services activities. This has resulted in pricing pressure in our investment banking and trading businesses and could result in pricing pressure in other areas of our businesses. We have also competed, and expect to compete, with other financial institutions which commit capital to businesses or transactions for market share in investment banking activities. In particular, corporate clients may seek loans or commitments in connection with investment banking mandates and other assignments.\n\nMoreover, the trend toward consolidation and convergence has significantly increased the capital base and geographic reach of some of our competitors, hastening the globalization of the securities and financial services markets. To accommodate this trend, we will have to compete successfully with financial institutions that are large and well-capitalized, and that may have a stronger local presence and longer operating history outside Japan.\n\n \n\n27\n\n##### Table of Contents\n\nRegulation\n\nJapan\n\nOverview and Supervisory Authorities\n\nPursuant to the Financial Instruments and Exchange Act (“FIEA”), the Prime Minister of Japan has the authority to supervise and regulate the securities industry and securities companies, and delegates its authority to the Commissioner of the FSA. The Company, as a holding company of a securities company, as well as subsidiaries such as NSC and Nomura Financial Products & Services, Inc. (“NFPS”), are subject to such supervision and regulation by the FSA. The Commissioner of the FSA delegates certain authority to the Director General of Local Finance Bureaus to inspect local securities companies and branches. Furthermore, the Securities and Exchange Surveillance Commission, an external agency of the FSA which is independent from the Agency’s other bureaus, is vested with authority to conduct day-to-day monitoring of the securities markets and to investigate irregular activities that hinder the fair trading of securities, including inspection of securities companies. Securities companies are also subject to the rules and regulations of the Japanese stock exchanges and the Japan Securities Dealers Association, a self-regulatory organization of the securities industry.\n\nThe FSA has announced that it plans to reorganize its internal structure in the summer of 2026, subject to amendments to relevant cabinet orders. Specifically, the FSA plans to reorganize its current Strategy Development and Management Bureau and Supervision Bureau into supervisory bureaus responsible for asset management and insurance, and banking and securities, respectively, while strengthening its ability to address specialized and cross-sectoral supervisory issues and establishing new divisions, including a division responsible for crypto assets and stablecoins. However, the formal names and details of the reorganized structure are expected to be finalized through the relevant governmental procedures.\n\nRegulation of securities and related financial services\n\nTo enhance investor protection, each Japanese securities company is required to segregate client assets and to hold membership in an Investor Protection Fund approved by the government under the FIEA. The Investor Protection Fund is funded through assessments on its securities company members. In the event of a failure of a securities company that is a member of the fund, the Investor Protection Fund provides protection of up to ¥10 million per client. The Investor Protection Fund covers claims related to securities deposited by clients with the failed securities company and certain other client claims.\n\nSecurities companies are not permitted to conduct banking or other financial services directly, except for those which are registered as money lenders and engaged in money lending business under the Money Lending Business Act or which hold permission to act as bank agents and conduct banking agency activities under the Banking Law. Among the subsidiaries of the Company in Japan, NSC is a securities company that is also registered as a money lender and holds permission to act as a bank agent. Another subsidiary of the Company, The Nomura Trust and Banking Co., Ltd., holds a banking license and trust business license.\n\nFinancial Instruments and Exchange Act\n\nThe FIEA widely regulates financial products and services in Japan under the defined terms “financial instruments” and “financial instruments trading business.” It regulates most aspects of securities transactions and the securities industry, including public offerings, private placements and secondary trading of securities, on-going disclosure by securities issuers, tender offers for securities, organization and operation of securities exchanges and self-regulatory associations, and registration of securities companies. In addition, to enhance fairness and transparency in the financial markets and to protect investors, the FIEA provides for, among other things, penalties for misrepresentations in disclosure documents and unfair trading, strict reporting obligations for large shareholders and corporate information disclosure systems, including annual and semiannual report systems, submission of confirmation certificates concerning the descriptions in securities reports, and internal controls over financial reporting.\n\n \n\n28\n\n##### Table of Contents\n\nDesignated Parent Company Group and Special Firm Regimes\n\nThe FIEA also provides for corporate group regulations on securities companies the size of which exceeds specified parameters (Tokubetsu Kinyu Shouhin Torihiki Gyosha, “Special Financial Instruments Firm”) and on certain parent companies designated by the Prime Minister (Shitei Oyagaisha, “Designated Parent Companies”) and their subsidiaries (together, the “Designated Parent Company Group”). The FIEA aims to regulate and strengthen business management systems, compliance systems and risk management systems to ensure the protection of investors. The FIEA and its related guidelines also set out reporting requirements to the FSA with respect to the Designated Parent Company Group’s business and capital adequacy ratios, enhanced public disclosures as well as restrictions on compensation, all of which are designed to reduce excessive risk-taking by executives and employees of a Designated Parent Company Group. We were designated as the Designated Parent Company of NSC in April 2011 and were designated as the Designated Parent Company of NFPS in December 2013. As the Designated Parent Company and the final parent company within a corporate group (Saishu Shitei Oyagaisha, “a Final Designated Parent Company”), we are subject to these requirements. A violation of the FIEA may result in various administrative sanctions, including the revocation of registration or license, the suspension of business or an order to discharge any director or executive officer who has failed to comply with the FIEA.\n\nOrderly Resolution Regime and Crisis Management\n\nOn March 6, 2014, amendments to the FIEA and the Deposit Insurance Act, which included the establishment of an “Orderly Resolution Regime for Financial Institutions” to prevent a financial crisis that may spread across financial markets and may seriously impact the real economy, took effect. Under the Orderly Resolution Regime, the Financial Crisis Response Council, chaired by the Prime Minister, will take measures such as providing liquidity to ensure the performance of obligations for critical market transactions where it is considered necessary to prevent severe market disruption. Such measures will be funded by the financial industry, except in special cases where the government will provide financial support.\n\nTotal Loss-Absorbing Capacity (TLAC) Requirements\n\nIn April 2016, the FSA published its policy describing its approach and framework for the introduction of the TLAC requirements in Japan applicable to Japanese G-SIBs and, in April 2018, released revisions to such policy that extended the coverage of the TLAC requirements in Japan not only to Japanese G-SIBs but also to Japanese 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. Based on the revised policy, in March 2019, the FSA finally published the notices and guidelines of TLAC regulations in Japan (including TLAC holding regulations). Although Nomura is not identified as a G-SIB as of the date of this annual report, Nomura is subject to the TLAC regulations in Japan, and is required to meet a minimum External TLAC requirement of holding TLAC in an amount at least 16% of our consolidated risk-weighted assets as from March 31, 2021 and at least 18% as from March 31, 2024 as well as at least 6% of the applicable Basel III leverage ratio denominator from March 31, 2021 and at least 6.75% from March 31, 2024 (which 6.75% was increased, pursuant to the recent amendment to the TLAC regulations in Japan, to 7.1% from April 1, 2024).\n\nDigital Assets and ERTRs\n\nOn May 31, 2019, a bill to amend the FIEA and the Payment Services Act, etc. was passed by the Diet of Japan. The amendments to the FIEA include establishing the concept of “electronically recorded transferable rights” (denshi kiroku iten kenri, “ERTRs”) and treating ERTRs as securities defined in Paragraph 1 of the FIEA. As a result, ERTRs are subject to the requirements of the disclosure of corporate affairs and other related matters, and regulations for Financial Instruments Business Operators Engaged in Type I Financial Instruments Business apply to institutions dealing in ERTRs. Additionally, “crypto assets” (“angou shisan”) are now included in the definition of “Financial Instruments,” and derivatives transactions related to crypto assets are subject to the provisions of the FIEA. As a result of the amendments, certain special provisions concerning the crypto asset-related business were introduced, whereby Financial Instruments Business Operators, etc., must explain the\n\n \n\n29\n\n##### Table of Contents\n\nnature of crypto assets and must not make any representation that may mislead their customers about the nature of crypto assets. Moreover, regulations governing unfair acts in respect of crypto assets and crypto asset derivative transactions were introduced. The amendments became effective on May 1, 2020.\n\nIn April 2026, a bill to amend the FIEA and the Payment Services Act was submitted to the Diet of Japan. If enacted, the bill will transfer the laws underlying the regulatory framework for crypto asset transactions from the Payment Services Act to the FIEA, and it is expected that new measures will be introduced to enhance investor protection and market integrity, including the establishment of disclosure requirements regarding crypto asset information and the strengthening of regulations on unfair trading, such as insider trading and other market misconduct.\n\nCybersecurity\n\nIn Japan, the Bank of Japan, together with the FSA and other governmental authorities, have continued to emphasize cybersecurity and operational resilience in the financial sector. In May 2026, the FSA and the Bank of Japan requested financial institutions to take short-term measures in response to changes in cyber threats associated with advances in frontier AI, including measures relating to asset identification, vulnerability management, patch deployment, monitoring, resilience, third-party and vendor coordination, and business continuity planning. The Japanese government has also been developing a framework to enhance national cyber response capabilities, including measures designed to strengthen public-private information sharing and, for certain key infrastructure operators, asset notification regarding specified important systems and cyber incident reporting obligations. These developments require us to continue to review and enhance our cybersecurity and operational resilience arrangements.\n\nOverseas\n\nOverview and Supervisory Authorities\n\nOur overseas offices and subsidiaries are also subject to various laws, rules and regulations applicable in the countries where they conduct their operations, including, but not limited to those promulgated and enforced by the Securities and Exchange Commission (“SEC”), the Commodity Futures Trading Commission (“CFTC”), the U.S. Treasury, the NYSE, the Chicago Mercantile Exchange and other exchanges and/or clearinghouses, the Financial Industry Regulatory Authority (“FINRA”) (a self-regulatory organization (“SRO”) for the U.S. securities industry), the National Futures Association (“NFA”) (an SRO for the U.S. derivatives industry) in the U.S.; by the Prudential Regulation Authority (“PRA”) and the Financial Conduct Authority (“FCA”) in the U.K.; and by a number of EU regulators including Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), Autorité de Contrôle Prudentiel et de Résolution (ACPR), the Commission de Surveillance du Secteur Financier (CSSF) and Autorité des Marchés Financiers (AMF). We are also subject to international money laundering and related regulations in various countries. For example, the USA PATRIOT Act of 2001 contains measures to prevent, detect and prosecute terrorism and international money laundering by imposing significant compliance and due diligence obligations and creating crimes and penalties. Failure to comply with such laws, rules or regulations could result in fines, suspension or expulsion, which could materially and adversely affect us.\n\nRegulation in the United States\n\nSupervisory framework and covered activities (SEC / CFTC / FINRA / NFA / State regulators)\n\nIn the U.S., the SEC is the federal agency responsible for the administration of the federal securities laws, and the CFTC is the federal agency responsible for the administration of laws relating to commodity futures, commodity options and swaps industry. In addition, FINRA and the NFA are SROs that are actively involved in the regulation of financial services businesses (securities businesses in the case of FINRA and commodities/futures/swaps businesses in the case of the NFA). In addition to federal regulation, we are subject to applicable state securities regulations in each state and U.S. territory in which we conduct securities or investment advisory activities. The SEC, FINRA, CFTC, NFA and state securities regulators conduct periodic examinations of broker-dealers, investment advisers, futures\n\n \n\n30\n\n##### Table of Contents\n\ncommission merchants (“FCMs”), swap dealers and security-based swap (“SBS”) dealers. Financial services businesses are also subject to regulation and examination by state securities regulators and, in some cases, investigations and reviews by attorneys general in those states in which they do business. In addition, broker-dealers, investment advisers, FCMs, swap dealers and SBS dealers must also comply with the rules and regulations of clearing houses, exchanges, swap execution facilities and trading platforms of which they are a member.\n\nBroker-Dealer and Securities Regulation (SEC / FINRA / State Regulators)\n\nBroker-dealers are subject to SEC, FINRA and state securities regulations that cover all aspects of the securities business, including sales and trading methods, publication of research reports, trade practices, among broker-dealers, risk management, use and safekeeping of customers’ funds and securities, capital structure and requirements, anti-money laundering efforts, recordkeeping and the conduct of broker-dealer personnel including officers and employees. Our U.S. subsidiaries, Nomura Securities International, Inc. (“NSI”) and Instinet, LLC (“ILLC”), are registered as broker-dealers with the SEC. Our U.S. subsidiary, Nomura Global Financial Products Inc. (“NGFP”), is an “OTC derivatives dealer,” which is a class of broker-dealer exempt from certain broker-dealer requirements, including membership in an SRO, regular broker-dealer margin rules and application of the Securities Investor Protection Act of 1970, but is subject to special requirements, including limitations on the scope of their securities activities, specified internal risk management control systems, recordkeeping obligations and reporting responsibilities. OTC derivatives dealers are also subject to alternative net capital treatment.\n\nInvestment adviser regulation (SEC / State; CFTC / NFA where applicable)\n\nRegistered investment advisers are subject to, among other requirements, SEC regulations concerning marketing, transactions with affiliates, custody of client assets, disclosures to clients, conflict of interest, insider trading and recordkeeping. Investment advisers that are also registered as commodity trading advisors or commodity pool operators are also subject to regulation by the CFTC and the NFA. Certain of our subsidiaries, including NSI as well as Nomura Asset Management Co., Ltd., Nomura Asset Management U.S.A. Inc. and other asset management subsidiaries, are registered as investment advisers with the SEC.\n\nFutures, swaps and commodities regulation (CFTC / NFA)\n\nFCMs, introducing brokers and swap dealers that engage in commodity options, futures or swap transactions are subject to regulation by the CFTC and the NFA. CFTC rules require registration of swap dealers, mandatory clearing and execution of certain swaps through regulated clearing houses and execution facilities, real-time public reporting and adherence to business conduct standards for all in-scope swaps. A number of these requirements, particularly those regarding recordkeeping and reporting, also apply to transactions that do not involve a registered swap dealer. CFTC rules establishing capital requirements for swap dealers that are not subject to the capital rules of a prudential regulator, such as the FRB, became effective in October 2021. The CFTC’s amended business conduct and documentation requirements, which include exceptions for certain qualifying transactions and the repeal of certain disclosure requirements, became effective in January 2026. The CFTC has also adopted financial reporting requirements for covered swap entities and amended existing capital rules for CFTC-registered FCMs to provide explicit capital requirements for proprietary positions in swaps and security-based swaps that are not cleared by a clearing organization. Swap dealers that are not subject to the jurisdiction of a prudential regulator are subject to the margin rules issued by the CFTC (which cover non-bank swap dealers, such as our subsidiaries). Inter-affiliate transactions under the CFTC margin rules are generally exempt from initial margin requirements under certain conditions. NSI is registered as an FCM with the CFTC. NGFP and Nomura International plc (“NIP”), a U.K. subsidiary, are registered as swap dealers with the CFTC. ILLC is registered as an introducing broker with the CFTC.\n\nSecurity-based swap regulation (SEC / CFTC)\n\nThe SEC has instituted a regulatory regime over SBS dealers, including (i) capital, margin and segregation requirements; (ii) recordkeeping, financial reporting and notification requirements; (iii) business conduct\n\n \n\n31\n\n##### Table of Contents\n\nstandards; (iv) regulatory and public trade reporting; and (v) the application of risk mitigation techniques to uncleared portfolios of SBSs. Our subsidiaries NGFP and NIP are registered with the SEC as SBS dealers and subject to the SEC’s regulations regarding SBSs.\n\nThe CFTC and the SEC have adopted rules relating to cross-border regulation of swaps and SBSs. The CFTC and the SEC have entered into agreements with certain non-U.S. regulators regarding the cross-border regulation of derivatives and the mutual recognition of certain cross-border execution facilities and certain clearing houses, and have approved substituted compliance with certain non-U.S. regulations related to certain capital, margin, recordkeeping, financial reporting and business conduct requirements.\n\nCFTC substituted compliance\n\nOn July 18, 2024, the CFTC approved an order granting conditional substituted compliance in connection with certain capital and financial reporting requirements applicable to nonbank swap dealers organized and domiciled in the U.K. subject to regulation by the U.K. PRA. This substituted compliance order, which replaces previous no-action relief provided by the CFTC, applies to NIP, which satisfies the capital and financial reporting requirements by complying with the conditions of the order.\n\nFATCA\n\nFurther, the Foreign Account Tax Compliance Act (“FATCA”), which was enacted in 2010, requires foreign financial institutions (“FFIs”) to report to the U.S. Internal Revenue Service information about financial accounts held by U.S. taxpayers, or by foreign entities in which U.S. taxpayers hold a substantial ownership interest. As a result, Nomura is subject to certain reporting requirements consistent with a mutual agreement between Japanese governmental authorities and the U.S. Treasury Department.\n\nEnforcement and supervisory risk\n\nAdditional legislation or rules promulgated by the SEC, FINRA, CFTC, NFA, other SROs and state securities regulators, or changes in such legislation or rules or in the interpretation or enforcement of existing legislation or rules may directly affect our operations and profitability. The SEC, CFTC, FINRA, NFA, state securities regulators and state attorneys general may conduct administrative proceedings or initiate civil litigation that can result in adverse consequences for us, our subsidiaries and our and their respective officers and employees (including, without limitation, injunctions, censures, fines, suspensions, directives that impact business operations (including proposed expansions), membership expulsions, or revocations of licenses and registrations).\n\nRecent and Proposed Changes to U.S. Regulation\n\nBroker-dealer margin and capital (FINRA Rule 4210 — covered agency transactions)\n\nPursuant to FINRA Rule 4210, FINRA member broker-dealers are required to set risk limits on each counterparty transacting in specified forward-settling agency mortgage-backed securities (“covered agency transactions”), and to collect variation margin and/or maintenance margin from certain counterparties transacting in covered agency transactions. A failure to collect required margin in a timely manner (T+1) results in an obligation for the FINRA member broker-dealer to take a capital charge, and ultimately (T+5) to liquidate the customer’s position in order to satisfy the margin deficiency.\n\nSecurities lending transparency (SEC Rule 10c-1a; FINRA 6500 series)\n\nOn October 13, 2023, the SEC adopted new Rule 10c-1a, which requires (a) certain persons to report information about securities loans to a registered national securities association (“RNSA”), and (b) RNSAs to make publicly available certain information that they receive regarding those lending transactions. FINRA is currently the only RNSA. Rule 10c-1a became effective January 2, 2024. The final FINRA rules pursuant thereto were required to be adopted within 12 months thereof (i.e., by January 2025), with reporting by covered persons\n\n \n\n32\n\n##### Table of Contents\n\nto commence by the first business day 24 months after the effective date of Rule 10c-1a (i.e., January 2026). On May 1, 2024, FINRA filed with the SEC a proposed rule change to adopt the new FINRA 6500 series – Securities Lending and Transparency Engine to implement Rule 10c-1a. The SEC approved the proposed rule change, which was partially amended on November 14, 2024, on January 2, 2025. On July 28, 2025, the SEC issued an order granting temporary exemptive relief that extends the two remaining compliance dates for Rule 10c-1a (Securities Lending and Transparency requirements) for the reporting date (extended to September 28, 2026 from the original January 2, 2026) and the public dissemination date (extended to March 29, 2027 from April 2, 2026). Subsequently, on December 3, 2025, the SEC issued an order granting temporary exemptive relief that further extended the reporting date and public dissemination date to September 28, 2028 and March 29, 2029, respectively.\n\nSecurity-based swaps: market integrity, CCO independence and large position reporting (SEC)\n\nIn December 2021, the SEC proposed rules (a) to prevent fraud, manipulation and deception in connection with security-based swaps, (b) to prevent undue influence over the chief compliance officer (CCO) of SBS dealers and major SBS participants and (c) to require any person with a large SBS position to publicly report certain information related to the position. On June 7, 2023, the SEC adopted the first two of these rules, relating to fraud, manipulation and deception in connection with security-based swaps and prevention of undue influence over the CCO; these rules became effective on August 29, 2023. On June 12, 2025, the SEC formally withdrew the proposed rules requiring public reporting of large security-based swaps positions.\n\nU.S. equity market structure, best execution and execution quality (SEC proposals and adoptions)\n\nIn December 2022, the SEC issued four proposals to reform the U.S. equity market structure. The SEC proposed establishing a broker-dealer best execution standard, which would require broker-dealers to use reasonable diligence to ascertain the best market for a customer order so that the resultant price to the customer is as favorable as possible under prevailing market conditions. The best execution standard applies to all securities and supplements but does not replace the existing FINRA best execution rules. The SEC also proposed, among other things, to require that individual investor orders routed through broker-dealers be exposed to order-by-order competition in qualified auctions; to update the minimum pricing increments, with variable price increments based on the trading characteristics of stocks, reduce the access fee caps for protected quotations of trading centers, increase the transparency of exchange fees and rebates, and accelerate the implementation of rules that will make information about the market’s best-priced, smaller-sized orders publicly available; and to revise and expand reporting and disclosure requirements relating to execution quality. On October 18, 2023, the SEC proposed a new rule to prohibit national securities exchanges from offering volume-based transaction pricing in connection with the execution of agency or riskless principal-related orders in certain stocks. On March 6, 2024, the SEC adopted rule amendments that revise and expand reporting and disclosure requirements relating to execution quality, which was scheduled to become effective in December 2025, but the SEC delayed the compliance date to August 1, 2026. On September 18, 2024, the SEC adopted final rules for minimum pricing increments, access fee caps, transparency of exchange access fees and rebates, and the acceleration of implementation of rules making information about the market’s best-priced, smaller-sized orders publicly available. While the rules were scheduled to be implemented in November 2025, the SEC stayed implementation of the rules in part on December 12, 2024, due to pending litigation challenging the rules. On June 12, 2025, the SEC formally withdrew the proposed rules for the best execution standard, order-by-order competition in auctions, and volume-based transaction pricing. Later, on October 31, 2025, the SEC issued an order granting temporary preemptive relief from certain compliance dates, specifically those related to amended minimum pricing increments and access fee caps, extending the effectiveness date of this rule to November 2026. On the same date, the SEC also granted temporary preemptive relief from the requirement that exchange fees and rebates be determinable at the time of execution; the compliance date was set for February 2026, and the requirement is now in effect.\n\nCybersecurity and customer privacy (Regulation S-P amendments; Regulation SCI proposal)\n\nOn May 16, 2024, the SEC adopted amendments to Regulation Privacy of Consumer Financial Information (“Regulation S-P”) and proposed amendments to Regulation Systems Compliance and Integrity (“Regulation\n\n \n\n33\n\n##### Table of Contents\n\nSCI”). The amendments to Regulation S-P require broker-dealers, investment companies and investment advisers registered with the SEC to adopt written policies and procedures for incident response programs to address unauthorized access to or use of customer information. The amended Regulation S-P requires covered entities to notify individuals affected by an incident involving sensitive customer information as soon as practicable, but no later than 30 days, and provide them with details about the incident and other information intended to help affected individuals respond appropriately. The amendments became effective on December 3, 2025, for larger entities and on June 3, 2026, for smaller entities. The proposed amendments to Regulation SCI would have, among other things, expanded the types of entities covered by the regulation, required additional policies and procedures to address cybersecurity risks, and required disclosure of additional types of cybersecurity events to the SEC. On June 12, 2025, the SEC formally withdrew the proposed amendment to Regulation SCI.\n\nLiquidity risk management for broker-dealers (FINRA concept proposal)\n\nOn June 12, 2023, FINRA released a concept proposal for a potential Rule 4610, which would require certain broker-dealers to establish liquidity risk management programs to ensure sufficient liquidity on a current basis. Those programs would need to include liquidity stress testing and contingency funding plans. The potential rule would specify eight conditions that would create a presumption, rebuttable by the broker-dealer, that the firm does not have sufficient liquidity on a current basis. If FINRA determines that a broker-dealer does not have sufficient liquidity on a current basis, it may require the firm to restrict or suspend some or all of its business until the liquidity concern is resolved. The comment period closed on August 11, 2023, but final rules have yet to be adopted. It is unclear whether and when final rules may be adopted.\n\nABS securitization conflicts (Securities Act Rule 192)\n\nOn November 27, 2023, the SEC adopted a rule (Securities Act Rule 192) prohibiting securitization participants, which includes any underwriter, placement agent, initial purchaser or sponsor of an asset-backed security (“ABS” as defined by Securities Act Rule 192) (and/or certain of such party’s affiliates or subsidiaries), from engaging, directly or indirectly, in any transaction that would involve or result in a material conflict of interest between the securitization participant and an investor in an ABS, including reducing the securitization participant’s exposure to the ABS, subject to certain exceptions. The rule took effect on February 5, 2024. Any securitization participant must comply with the prohibition and the requirements of the exceptions to the final rule, as applicable, with respect to any ABS the first closing of the sale of which occurs on or after Monday, June 9, 2025.\n\nInvestment adviser identity verification and AML expansion (Treasury / SEC proposal; FinCEN final rule)\n\nOn May 13, 2024, the U.S. Department of the Treasury and the SEC jointly issued a proposed rulemaking that would require certain investment advisers to implement reasonable procedures to verify the identities of their customers. Comments were due on July 22, 2024. It is unclear whether or when final rules may be adopted. On August 28, 2024, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued a final rule expanding the definition of “financial institution” under regulations issued pursuant to the U.S. Bank Secrecy Act to include certain investment advisers, in effect requiring such investment advisers to adopt risk-based procedures to, among other things, perform due diligence on and risk assess their customers, monitor transactions and file, as warranted, Suspicious Activity Reports with FinCEN. The final rule would have become effective, and compliance with the final rule would have been required by January 1, 2026. However, on December 31, 2025, FinCEN issued a final rule to postpone the effective date to January 1, 2028.\n\nLarge trader reporting (CFTC)\n\nOn June 3, 2024, the CFTC amended certain regulations regarding large trader position reporting requirements for futures and options, requiring, among others, FCMs to report position information for the largest futures and options traders to the CFTC. The amendments became effective on August 2, 2024, with a compliance date of June 3, 2026.\n\n \n\n34\n\n##### Table of Contents\n\nClearing reforms for U.S. Treasury and repo markets (SEC)\n\nOn December 13, 2023, the SEC adopted rules requiring covered clearing agencies in the U.S. Treasury security market to adopt policies and procedures designed to require their members to submit for clearing certain specified secondary market transactions including repurchases (including reverse repurchases) and certain cash Treasury transactions, among other things. Applicable securities clearing organizations were required to adopt the relevant policies and procedures by March 31, 2025, although such requirement has been temporarily exempted with respect to certain policies relating to the separate calculation of holding of margin amounts from direct participants for their proprietary positions until September 30, 2025. The requirement to clear applicable cash transactions in U.S. Treasury securities is scheduled to come into effect on December 31, 2026, while the requirement to clear repurchases and reverse repurchases is scheduled to come into effect on June 30, 2027. The SEC has requested comment on potential exemptions from clearing requirements for certain inter-affiliate transactions and certain transactions between non-U.S. market participants.\n\nClimate-related disclosure\n\nOn March 6, 2024, the SEC adopted a comprehensive climate disclosure regime for public companies. Following the filing of lawsuits in multiple courts challenging the rules, as well as the issuance of an order by the U.S. Court of Appeals for the Eighth Circuit consolidating several of such suits, the SEC issued an order staying the new rules. The SEC subsequently voted on March 27, 2025, to end its defense of the rules. In June 2026, the SEC issued a proposed rule that, if adopted, would rescind in full the rules as adopted.\n\nRegulatory Climate Disclosure Developments: In the United States, certain states have introduced or enacted climate-related disclosure requirements targeting large businesses operating in those jurisdictions. For example, in 2023 California enacted two laws requiring companies with revenues above specified thresholds that do business in the state to publicly disclose their greenhouse gas emissions (Scopes 1, 2, and 3) and to prepare biennial reports on climate-related financial risks and adaptation measures. Similar legislation has been proposed in other states such as New York. As a foreign private issuer with subsidiaries and operations in the U.S., Nomura may become subject to these state-level obligations, which would expand its climate-related disclosures. Nomura is monitoring these developments and will seek to harmonize compliance with state requirements, SEC regulations (to the extent applicable), and global standards to ensure consistency across its disclosures.\n\nRegulation in the U.K. and Europe\n\nPrincipal European and U.K. regulated entities; supervisory authorities\n\nNomura’s U.K. entities include Nomura Europe Holdings plc (“NEHS”), NIP and Nomura Bank International plc (“NBI”). NIP and NBI are subject to prudential regulation by the PRA, in accordance with the requirements established under the Financial Services and Markets Act 2000, U.K. Capital Requirements Regulations, the PRA Rulebook and the FCA Conduct requirements.\n\nNomura’s EU entities Nomura Financial Products Europe GmbH (“NFPE”), Banque Nomura France (“BNF”) and Nomura Bank (Luxembourg) S.A. (“NBL”) are subject to prudential requirements under the Capital Requirements Regulation (“CRR”) and local regulations published by national competent authorities in accordance with the Capital Requirements Directive (“CRD”).\n\nBanking Supervision and Regulation (Capital, Liquidity and Group Requirements)\n\n- Capital and liquidity requirements; Basel 3.1 implementation\n\nDuring the course of the last fiscal year, HM Treasury and the PRA have finalized the legislation, rules and policies required to introduce the Basel 3.1 standards in the U.K., including changes for operational risk, credit risk, CVA and market risk capital calculations. The new rules will be applied from January 1, 2027.\n\n \n\n35\n\n##### Table of Contents\n\nDuring the course of the last fiscal year the EU consulted on further changes to the implementation of fundamental review of the trading book (FRTB) rules in the EU which have been delayed to January 1, 2027 and have been working to finalize the local legislation required to implement the CRD VI changes which, subject to certain exceptions, will restrict third-country banks and investment firms without a licensed European branch or subsidiary from conducting core banking services (deposit taking, lending and provision of guarantees/commitments) in the EU from January 11, 2027.\n\n- Trading Activity Wind-down (U.K.)\n\nFurther, from March 3, 2025, NEHS has been subject to the new PRA policy requirements for Trading Activity Wind-down (“TWD”) covering requirements for firms to have capabilities that can be utilized for a full or partial wind-down of their trading activities, either as part of their recovery or post-resolution restructuring.\n\nBroker-Dealer / Market-related Regulation\n\n- MiFID II / MiFIR and MiFIR II / MiFID III reforms (EU)\n\nThe revised MiFID II and MiFIR, which became effective on January 3, 2018, brought significant changes to European financial markets. These included expanded transparency requirements for non-equities and the mandatory clearing of standardized OTC derivatives through central clearing counterparties and regulated trading venues.\n\nFurther developments occurred in March 2024, with the publication of amendments to MiFIR and MiFID II under the European Securities and Markets Authority (“ESMA”)’s updated RTS 1 and RTS 2. These amendments focused on enhancing post-trade transparency for equity and non-equity instruments, improving the calibration of deferral regimes, and supporting the establishment of a consolidated tape. The amendments to MiFIR took immediate effect across EU member states, while the corresponding MiFID II changes required implementation by September 29, 2025.\n\nA primary objective of the revised MiFIR transparency framework is to enhance the availability and quality of market data, fostering competition among execution venues, and ensuring the global competitiveness of EU market infrastructure through consistent transparency obligations across shares, bonds, ETFs, and derivatives.\n\nAdditional amendments introduced by MiFIR II and MiFID III include updates to the double volume cap (DVC), the reference price waiver, and trading obligations for shares and derivatives, ensuring consistency across the two regulatory frameworks. Collectively, these reforms aim to improve market transparency, foster harmonization, and increase competitiveness throughout EU financial markets.\n\nIn May 2023 the EU Commission published proposals as so called “Retail Investment Strategy” (RIS) that will impact regulations on MiFID II and PRIIPs. Proposed changes will affect financial institutions even without providing services to retail clients and aim to set higher standards of client protection. Following a provisional political agreement reached on December 18, 2025, final publication of the EU RIS legal texts in the EU Official Journal is expected in 2026. Once published, Member States have 24 months for transposition, with rules applying 30 months after publication.\n\nOn December 8, 2025, the FCA published a consultation paper on Client categorization and conflicts of interest (CP 25/36). The proposed new approach would see the current prescriptive quantitative tests for elective professional clients replaced with\n\n \n\n \n(i)\n\nan “enhanced qualitative assessment”, for which the FCA has proposed “relevant factors” which firms should consider as part of a holistic assessment; or\n\n \n\n \n(ii)\n\na new wealth assessment test of £10m investable assets, in which case no further assessment would be required.\n\n \n\n36\n\n##### Table of Contents\n\nThe FCA has also proposed simplifications to the “per se professional client” criteria – in particular to make it easier to treat Special Purpose Vehicles (SPVs) controlled by authorised entities as per se professional clients, and to align the per se professional criteria applicable to MiFID vs. non-MiFID business. The consultation period has now closed; however, it is not clear when a policy statement will be published and/or final rules might take effect.\n\n- U.K. non-equity transparency and wholesale markets reform\n\nIn December 2023, the FCA published a consultation paper (CP 23/32) proposing significant changes to U.K. non-equity transparency requirements which:\n\n \n\n \n(i)\n\nsignificantly reduce the number of instruments in scope of full transparency by trading venues and investment firms to those instruments considered most liquid (Category 1 instruments), with only venues responsible for providing transparency on other non-equity instruments (Category 2 instruments) when these are traded on venue; and\n\n \n\n \n(ii)\n\nstreamline pre-trade waivers and post-trade deferrals, as well as allowing venues to calibrate these themselves for Category 2 instruments (applying specified criteria).\n\nThe final policy statement was published in November 2024. The U.K. has removed pre-trade transparency requirements for Systematic Internalisers in non-equity products. The following changes to the transparency regime came into effect December 1, 2025:\n\n \n\n \n(i)\n\nThe move to a qualitative “systematic internaliser” definition, provides related guidance and includes a discussion paper.\n\nThe FCA has made some changes to its original proposals on non-equity transparency, deciding to use different post-trade deferral models for bonds and derivatives. The bond consolidated tape will only go live after the changes to the transparency regime take effect.\n\n \n\n \n(ii)\n\nThe U.K. bond consolidated tape is estimated to go live on June 22, 2026. Developed by Etrading Software (operating as ETS Connect), this platform will aggregate bond market data to provide enhanced transparency, following the lifting of a legal suspension in late 2025.\n\nOn February 5, 2025, the FCA published a Policy Statement 25/1 - Reforming the commodity derivatives regulatory framework. The Policy Statement includes new exemptions from the position limits regime – an exemption for liquidity providers and a pass-through hedging exemption. The FCA has permitted the use of a standardized agreement for the pass-through exemption, rather than requiring trade-by-trade representations. The Policy Statement is scheduled to come into force on July 6, 2026.\n\nOn July 4, 2025, the FCA published a Consultation Paper 25/20 on the systematic internaliser regime for bonds and derivatives which, among other points, focuses on:\n\n- Removing the systematic internaliser pre-trade transparency provisions for bonds, derivatives, structured finance products and emission allowances. Transactions on those systematic internalisers would no longer be distinguished from off-venue transactions.\n\n- Removing the prohibition for investment firms operating an organised trading facility to be an systematic internaliser.\n\n- Removing the prohibition for investment firms operating a multilateral trading facility to engage in matched principal trading.\n\n- For reference price waiver, allowing the reference price to be sourced from several trading venues.\n\nThe final Policy Statement was published in November 2025. The changes in the Policy Statement are permissive and create no new obligations on firms unless they chose to avail themselves of the new opportunities afforded by the changes. From December 1, 2025, the systematic internaliser regime for bonds, derivatives, structured finance products and emission allowances has been repealed. The other changes came into effect from March 30, 2026.\n\n \n\n37\n\n##### Table of Contents\n\nThe Consultation includes a discussion paper on the evolution of U.K. equity market trading, including the growth of bilateral trading and the declining use of central limit order books. The FCA is seeking views on whether these developments raise concerns and if reforms may be warranted to address them. The formal proposals from this discussion paper are expected to be published in 2026.\n\nThe proposals form part of the Wholesale Markets Review conducted by HM Treasury and the FCA since 2021.\n\n- U.K. Transaction Reporting\n\nThe FCA published Consultation Paper 25/32 in November 2025, which proposed a streamlined and more proportionate U.K. MiFID transaction reporting regime by fundamentally recalibrating the scope, data set and operational burden of reporting.\n\nThe consultation focuses on reducing unnecessary complexity and cost, while preserving the FCA’s ability to detect market abuse and monitor systemic risk. The consultation seeks to narrow the scope of reportable instruments where supervisory value is limited, remove or simplify data fields, clarify reporting responsibilities in complex execution chains, and better align transaction reporting with other U.K. post-trade transparency and derivatives reporting regimes.\n\nA core theme is improving data quality by making the framework clearer and more coherent rather than expanding it, thereby addressing longstanding industry challenges around interpretation, reconciliation and remediation. The consultation closed on February 20, 2026, and the FCA has indicated that it expects to publish the related Policy Statement setting out final rules and implementation timelines in the second half of 2026.\n\n- Short selling (U.K.)\n\nOn January 13, 2025, HMT published the “The U.K. Short Selling Regulations 2025” (“SSR 2025”) replacing the current short selling regime which was onshored into the U.K. law following the U.K. withdrawal from the EU. Key provisions include:\n\n \n\n \n(i)\n\nthe removal of restrictions on uncovered short selling of sovereign debt and credit default swaps (but emergency intervention powers remain in place for these instruments);\n\n \n\n \n(ii)\n\nthe notification to the FCA of net short positions above 0.2% of issued share capital; and\n\n \n\n \n(iii)\n\nthe retention of the existing U.K. SSR provisions regarding “buy-in.”\n\nSSR 2025 establishes a new legislative framework for the regulation of short selling, which creates designated activities for short selling and, as a result, gives the FCA rulemaking powers related to these activities and powers to intervene in exceptional circumstances.\n\nCertain aspects of the regulation will be implemented once the new rules have been finalized and once there has been enough time for the FCA to make any technical and operational changes. In the interim, the existing U.K. short selling regime will continue to apply, including the current public disclosure of individual firms’ net short positions in issuers at the 0.5% threshold and above. On October 28, 2025, the FCA published CP25/29 on the changes to the U.K. Short-Selling Regime followed by the Final Policy Statement on April 16, 2026. The changes include:\n\n- extending the deadline for firms submitting position reports;\n\n- creating a new model for aggregated net short position (ANSP) disclosures;\n\n- streamlining and automating reporting and exemption notification systems to make submissions easier, including by allowing bulk submissions; and\n\n \n\n38\n\n##### Table of Contents\n\n- simplifying notification requirements for the market maker exemption.\n\nThe new rules will come into force on July 13, 2026. Implementation will be in two phases: phase 1 will take effect on July 13, 2026, and will include the implementation of the short selling rules, changes to systems to facilitate the disclosure of new ANSPs, and the reportable shares list. Phase 2 will take effect on November 30, 2026, and includes a system update to facilitate bulk position reporting submissions.\n\nDerivatives, Clearing and Reporting (DTO / EMIR / CCP equivalence)\n\n- U.K. Derivatives Trading Obligation and post-trade risk reduction services\n\nOn April 3, 2025, the FCA published the final Policy Statement on the derivatives trading obligation (DTO) and post-trade risk reduction services, including the expansion of DTO in-scope instruments to certain classes of SOFR OIS from June 30, 2025. Among other things, the Policy Statement is:\n\n- Bringing SOFR OIS swaps into scope of DTO subject to some restrictions around the inclusion of the 12-year SOFR product.\n\n- Exempting Post Trade Risk Reduction Services from DTO - There are currently three types of PTRR services, and the FCA plans to proceed with its proposal to expand the exemptions to other PTRR services, subject to certain conditions.\n\n- Noting support for the FCA proposal to exercise its power of direction to modify the DTO to replace the direction made under the temporary transitional powers (TTP). As a result, the FCA published its final direction in November 2024, which entered into force when the TTP direction expired on December 31, 2024.\n\nThe changes came into effect on June 30, 2025.\n\n- EMIR 3.0 reforms; clearing policy and CCP equivalence (EU / U.K.)\n\nSince March 2025, both EU and U.K. authorities have introduced regulatory measures impacting Nomura’s clearing operations. In the EU, the European Commission extended temporary equivalence for U.K. central counterparties (CCPs) until June 30, 2028, allowing continued clearing at U.K. CCPs such as LCH Ltd. The European Market Infrastructure Regulation (“EMIR 3.0”)—effective from late 2024—now requires EU firms subject to the clearing mandate to maintain an “active account” with an EU-authorised CCP and clear a representative portion of derivatives locally. Firms must also report non-EU CCP clearing annually, with penalties for non-compliance. These reforms, led by the European Commission and ESMA, aim to reduce reliance on U.K. CCPs and increase EU clearing capacity. In the U.K., HM Treasury and the Bank of England extended the Temporary Recognition Regime for overseas CCPs to December 31, 2027, allowing EU and other non-U.K. CCPs to continue servicing U.K. participants while a new permanent recognition regime is finalised. The U.K. also prolonged its transitional capital regime for CCP exposures, preventing a rise in capital requirements at year-end 2025. Together, these EU and U.K. measures provide near-term continuity for Nomura’s cross-border clearing operations while signalling longer-term regulatory divergence in clearing oversight and venue strategy.\n\nIn the EU, EMIR 3.0 took effect in December 2024, introducing enhanced reporting obligations, updated clearing thresholds, and new transparency requirements for clearing service providers and CCPs. These changes strengthen oversight of derivatives markets and require firms to adapt their reporting, margining, and risk management processes. In the U.K., the FCA and PRA consulted in 2025 on amendments to bilateral margin requirements under U.K. EMIR. Key proposals include permanently exempting single-stock and index options from margin obligations, removing the obligation to exchange initial margin on outstanding legacy contracts where a firm has fallen below the in-scope thresholds, and aligning calculation periods with other jurisdictions. On November 27, 2025, the PRA and FCA published a joint policy statement (PS25/16) finalizing amendments\n\n \n\n39\n\n##### Table of Contents\n\nto bilateral margin requirements by updating the U.K. version Binding Technical Standards 2016/2251. The amendments became effective as of the date of publication. Both the EU and U.K. reforms continue to shape derivatives operations, requiring firms to monitor evolving requirements across reporting, clearing, and margining obligations.\n\n- IOSCO pre-hedging workstream\n\nOn November 21, 2024, the International Organization of Securities Commissions (“IOSCO”) published a Consultation Report on Pre-Hedging. The Consultation Report proposes a definition for “pre-hedging” along with recommendations on acceptable practices and the management of conduct risks. It seeks to provide regulators with a framework for globally aligned pre-hedging standards that balance client protection and market integrity with the legitimate risk-management needs of dealers. The consultation closed on February 21, 2025, with the Final Report published in November 2025. The report reviews existing regulatory approaches and industry standards. It identifies potential issues and gaps in current industry practices and regulation and aims to promote consistent interpretation across jurisdictions. IOSCO also sets out recommendations to guide regulators in determining acceptable pre-hedging practices and managing the associated conduct risks effectively.\n\nThe report also amends the definition of pre-hedging to align it more closely with existing industry codes and standards (such as the FX Global Code, the Global Precious Metals Code and the Financial Markets Standards Board Standard on Large Trades) by including references to reflect that pre-hedging should be undertaken to manage the risk related to one or more anticipated client transactions “with the intention to benefit the client.” Individual regulators should determine whether and how to adopt the recommendations in their respective jurisdictions, while market participants should review their internal controls to align with the new guidance.\n\nThe Financial Markets Standards Board (FMSB) is actively building on this report, with a working group currently exploring industry guidance on disclosure and consent based on IOSCO’s Recommendations B2 and B3.\n\nSecurities Financing, Settlement Discipline and Transaction Reporting\n\n- SFTR reporting (EU and U.K.)\n\nDuring the year ended March 31, 2025, both the EU and U.K. Securities Financing Transactions Regulation (“SFTR”) regimes underwent targeted updates aimed at improving data quality and regulatory reporting accuracy. The ESMA implemented revised technical standards and continued its focus on data completeness, highlighting persistent reconciliation gaps in SFTR reports and urging market participants to enhance controls, though no enforcement actions were taken. Similarly, the FCA introduced updated validation rules effective November 2024 and formalized a new “errors and omissions” reporting process, reinforcing its expectations for timely remediation and data integrity. Both regulators remain focused on transaction-level transparency, collateral reuse disclosures, and inter-repository reconciliation, prompting firms such as Nomura to invest in ongoing compliance enhancements across their EU and U.K. operations. Subsequent to March 31, 2025, both the EU and U.K. SFTR regimes saw further regulatory initiatives aimed at enhancing data quality and streamlining reporting obligations. In the EU, the ESMA launched a mid-2025 call for evidence on simplifying and better integrating SFTR reporting with other regimes as part of a broader data strategy. ESMA also introduced a set of 23 SFTR data quality indicators and a coordinated follow-up framework in 2025 to help national regulators identify and remediate reporting inconsistencies, while continuing to stress the need for complete, reconciled data submissions (formal enforcement actions for SFTR reporting issues remained limited as of late 2025). Similarly, the FCA maintained its focus on SFTR reporting integrity, building on the updated validation rules (effective November 2024) and the new errors-and-omissions notification process by emphasizing that firms promptly correct any reporting errors or omissions. Both regulators remain committed to improving transaction-level transparency and accurate collateral reporting in securities financing markets, which has compelled firms to sustain investments in enhanced SFTR compliance controls across their EU and U.K. operations.\n\n \n\n40\n\n##### Table of Contents\n\n- CSDR developments\n\nIn 2024, the EU and U.K. each introduced significant changes to their Central Securities Depositories Regulation (“CSDR”) regimes, affecting Nomura’s cross-border operations. In the EU, a targeted CSDR “Refit” amendment was adopted in late 2023 (effective 2024) to refine the settlement discipline framework. This reform deferred the controversial mandatory buy-in requirement (keeping it suspended unless future conditions warrant reactivation after further review), while maintaining and adjusting the cash penalty mechanism for failed trades. EU regulators, led by ESMA, emphasized supervisory guidance over enforcement: in 2024 ESMA issued technical advice supporting only modest increases to penalty rates and clarified that no penalties should apply to fails beyond participants’ control (e.g., due to major systems outages). Meanwhile, the U.K. chose not to implement the EU’s settlement discipline regime and moved to replace the onshored CSDR with a new Bank of England-led framework under the Financial Services and Markets Act 2023, which notably omits mandatory buy-ins and automatic cash penalties. Nomura’s EU and U.K. affiliates have accordingly adjusted: the EU entities operate under CSDR’s discipline regime (incurring daily penalties for settlement fails and strengthening internal processes to minimize fails), while the U.K. entities follow domestic standards without such penalties or buy-in obligations. Industry participants have generally improved settlement efficiency under these measures but have also cautioned regulators against overly punitive changes – for example, the International Capital Market Association noted that significantly raising EU penalty rates would be unjustified given recent reductions in fail rates and could negatively affect market liquidity. Between March and October 2025, EU and U.K. authorities made incremental but important developments under their respective CSDR regimes. In the EU, ESMA and the European Commission confirmed that the mandatory buy-in requirement will remain suspended until at least late 2026 and clarified that it should only be used as a last-resort measure. Cash penalties for settlement fails remain in place, with refinements excluding fails caused by factors beyond participants’ control. Industry associations, including ICMA, opposed any significant penalty rate increases, citing lower fail rates and the risk to market liquidity. ESMA and the Commission also began preparing for a move to T+1 settlement by 2027, which will necessitate further CSDR updates. In the U.K., the Bank of England and HM Treasury advanced their domestic replacement for the onshored CSDR under the Financial Services and Markets Act 2023. The U.K. framework will not include the EU’s settlement discipline elements, such as mandatory buy-ins or automatic cash penalties. The U.K. approach remains supervisory and principles-based, focusing on stability and efficiency rather than punitive measures. Overall EU entities may incur daily cash penalties for settlement fails, while U.K. entities operate under a lighter framework without such penalties. The regulatory divergence requires ongoing operational adjustments across Nomura’s EU and U.K. businesses to ensure compliance and settlement efficiency under each regime.\n\nAnti-Money Laundering, Economic Sanctions and Financial Crime Prevention\n\n- EU AML package; AMLA\n\nOn July 20, 2021, the EU Commission presented its package of legislative proposals to strengthen EU rules on anti-money laundering and countering the financing of terrorism. On January 18, 2024, the Council and the European Parliament reached a provisional agreement on the anti-money laundering package. The package contains the establishment of a European authority (“Anti-Money Laundering Authority – AMLA”) which will be based in Frankfurt, Germany. The AML Package has been adopted by the European Council and published in the EU’s Official Journal on June 19, 2024. EU Member States must transpose a new Anti-Money Laundering Directive (“AMLD”), AMLD6, in their national legislation by July 10, 2027, at which point the current AMLD4, as amended by the AMLD5, will be repealed. The Anti-Money Laundering Regulation (AMLR) will start to apply from July 10, 2027,\n\nThe Regulation that implements AMLA will start to apply as of July 1, 2025, with exception to certain articles.\n\n- U.K. Economic Crime and Corporate Transparency Act 2023\n\nThe Economic Crime and Corporate Transparency Act 2023 (ECCT Act) received Royal Assent on October 26, 2023. It follows publication of the U.K. Government’s response to the Corporate Transparency and Register Reform White Paper published in February 2022 and builds on the Economic Crime (Transparency and Enforcement) Act 2022 (ECTEA) which received Royal Assent in March 2022.\n\n \n\n41\n\n##### Table of Contents\n\nThe ECCT Act also creates a new failure to prevent fraud offence to hold organizations to account if they profit from fraud. This is aimed at improving fraud prevention and protection of victims. Under the new offence, an organization will be liable where a specified fraud offence is committed by an employee or agent, for the organization’s benefit, and the organization did not have reasonable fraud prevention procedures in place.\n\nIn addition, the ECCT Act reforms corporate criminal liability laws for economic crimes to hold corporations liable in their own right for economic crime.\n\nU.K. Senior Managers & Certification Regime\n\nThe Senior Managers and Certification Regime’s (“SM&CR”) aim is to reduce the risk of harm to consumers and strengthening market integrity by making firms, and individuals within those firms, more accountable for their conduct and competence.\n\nThe FCA, PRA, and HM Treasury have released Phase 1 responses to the Edinburgh and Leeds reforms (initiatives to simplify U.K. financial services regulation and reduce administrative burden). In April 2026, the PRA and FCA published final rules and policy statements for the Phase 1 changes. The majority of Phase 1 changes came into force on April 24, 2026, with further Phase 1 changes scheduled to come into force on July 10, 2026.\n\nSummary of the FCA / PRA Phase 1 SM&CR changes:\n\n- 12-week rule – Firms now have 12 weeks to submit (not receive approval for) senior management function (“SMF”) applications, with temporary appointees continuing until regulatory determination. Prescribed responsibilities cannot be allocated to temporary appointees (unless they are already approved SMFs). The rule only applies to “reasonably unforeseen” circumstances - not predictable departures.\n\n- SMF7 (group entity) approach – Firms retain primary responsibility to identify SMF7 roles. There is additional guidance on who requires the SMF7 role (i.e. the focus should be on individuals who implement strategy in U.K. firms rather than broader group-wide strategy setting).\n\n- SMF18 role – The FCA allows SMF18s at solo-regulated firms to hold any prescribed responsibilities. For dual-regulated firms, the PRA maintains restrictions - SMF18s can only hold the CASS responsibility (PR Z).\n\n- Criminal Record checks – 6 months validity for criminal record checks rather than previous 3 months when completing SMF applications and no criminal record check required when an existing SMF holder moves to another SMF role within the group.\n\nSenior Manager Conduct Rules – FCA and PRA have updated guidance on notification requirements and application to non-SMF staff performing SMF roles under the 12-week rule.\n\n- Statements of Responsibility (SoR) / Management Responsibility Maps (MRM) submissions – SoRs and MRMs can be submitted no later than every 6 months to the regulators and if there is more than one change firms need only submit the latest version. There will continue to be an obligation to keep them up to date at all times.\n\n- Allocation of Prescribed Responsibilities – further guidance has been provided on which prescribed responsibilities SMFs hold.\n\n- Certification Regime:\n\nOverlapping Certification Functions will be removed from July 2026.\n\nFCA reduced time for providing regulatory references from 6 to 4 weeks.\n\n \n\n42\n\n##### Table of Contents\n\nFCA Directory changes allowing up to 20 days to make Directory submissions except for staff departure updates, in which case the timeframe remains 7 days.\n\nPhase 2 timeline remains uncertain. After the parliamentary changes are made there will be second phase consultations from the PRA and FCA. The Phase 2 consultation is expected to take place later this year.\n\nPrivacy, Data Protection and Operational Resilience\n\n- Personal data protection (EU and U.K.)\n\nProtection of Personal Data – The protection of personal data is and has been the subject of legislation across the EU countries and the U.K. for many years. Data Protection requirements for EU countries are subject to the EU General Data Protection Regulation (“GDPR”) (which came into force to replace the previous legislation on May 25, 2018). GDPR included a number of important changes to existing data protection legislation including new obligations on data processors, restrictions on the transfer of personal data outside the EEA and the introduction of new concepts such as “accountability” (and related record-keeping), the “right to be forgotten” and a requirement for data breach notifications to the relevant Regulators. Enforcement of GDPR is carried out by both national regulators in EU countries and the European Commission, and the regulators also have the power to impose greater fines for any breaches of the data protection requirements of up to 4% of a firm’s global turnover. While the GDPR applied to the U.K. when it came into force, changes were required as a result of Brexit as the U.K. ceased to be a member of the EU at that point. These changes included the adoption of a U.K. GDPR and a new Data Protection Act 2018 to effectively implement the GDPR requirements in the U.K. and provide a baseline for data protection compliance for U.K. companies. This has enabled the adequacy decision to permit personal data transfers from the EU countries to the U.K. without further steps required. For the U.K., the Information Commission remains the regulator of data protection, with the ability to enforce compliance for U.K. controllers.\n\n- Operational resilience and ICT risk\n\nOn December 7, 2023, PRA, FCA and BoE issued a joint consultation paper on Critical Third Parties (“CTP”) to the U.K. financial sector which seeks to reflect minimum resilience standards for CTPs. The proposed oversight framework complements the Operational Resilience Policy, which was also jointly issued by the BoE, PRA and FCA in 2021 and went live in March 2022 requiring firms to continue to enhance the resilience of their Important Business Services (“IBS”), such that, by March 2025, firms had the capability to deliver those IBSs within agreed Impact Tolerances in the event of a range of severe but plausible disruptions. Regulatory focus is now on the ongoing compliance, testing and preparing for enhanced policy requirements coming into effect in March 2027 relating to reporting to the U.K. regulators on material third parties and on incident notifications within strict timeframes and templates.\n\nWith the Regulation (EU) 2022/2554 of the European Parliament and of the Council of December 14, 2022, the Digital Operational Resilience Act (“DORA”) entered into force aiming to strengthen the digital and cyber resilience of financial entities in the EU. It entered into application on January 17, 2025, requiring financial entities to ensure they can withstand, respond to and recover from ICT (Information and Communication Technology) disruptions whether caused by system failures or cyberattacks. It emphasizes the requirement to protect, detect, contain and recover from disruptions and to rebuild capabilities.\n\nBenchmark Regulation\n\nThe EU Benchmark Regulation (BMR), effective since June 30, 2016, applies to the administration, contribution, and use of benchmarks within the EU. Likewise, the U.K. adopted its version of the BMR in January 2018.\n\nBenchmarks can only be used if their administrators are authorized, registered, or recognized in the EU or U.K. For third-country benchmark administrators, transitional periods currently allow usage of non-EU/U.K. benchmarks, which have been extended until December 31, 2025, in the EU and December 31, 2030, in the U.K.\n\n \n\n43\n\n##### Table of Contents\n\nOn May 19, 2025, the amendments to EU BMR were published in the EU Official Journal and became effective from January 1, 2026. The amendments have greatly reduced the scope with non-significant benchmarks removed from the BMR’s scope, while only economically significant third-country benchmarks remain in scope.\n\nKey changes include:\n\n- non-significant benchmarks have been de-scoped;\n\n- EU administrators may opt into the regime for non-significant benchmarks that exceed a EUR 20 billion EU use threshold;\n\n- significant benchmarks must be approved within 60 days or replaced with financial instruments;\n\n- administrators that are on the ESMA register, or are part of a group that includes one, must disclose environmental, social, and governance (“ESG”)-related information for all their benchmarks;\n\n- systemically important third-country FX spot rates have been exempted; and\n\n- the ESMA benchmarks register has become a “golden source” of information on approved administrators and their benchmarks.\n\nThe broad reduction in scope means fewer non-EU administrators requiring EU approval, smoothing the transition for supervised entities currently using third-country benchmarks that would otherwise be prohibited after 2025.\n\nIn the U.K., HM Treasury’s proposals - Specified Authorised Benchmarks Regime (SABR), published on December 17, 2025 - go even further in reducing scope — under these proposals, the number of U.K.-regulated benchmark administrators could decrease by up to 90%. The consultation closed on March 11, 2026.\n\nESG and Sustainability-Related Regulation\n\n- U.K. climate risk supervision and disclosure\n\nIn the United Kingdom, regulators have continued to intensify ESG-related supervisory expectations and disclosure requirements affecting U.K.-regulated financial institutions. The PRA remains focused on climate-related financial risks under Supervisory Statement 3/19 (SS3/19). The PRA published the Supervisory Statement 5/25 in December 2025, replacing SS 3/19. This statement sets out the PRA’s expectation for banks’ and insurers’ management of climate-related risks and is effective from January 2026. The PRA expects firms to conduct a gap analysis against the updated expectations set out in the Supervisory Statement by June 2026. Separately, the U.K. Government advanced its corporate sustainability reporting reforms. In February 2026, the U.K. formally adopted the International Sustainability Standards Board’s IFRS S1 and S2 as the new U.K. Sustainability Reporting Standards (“U.K. SRS”), which is effective from January 2025 for voluntary use. The FCA launched a consultation seeking views on changing to the U.K. Listing Rules to make disclosures mandatory for listed companies. The scope will be finalized in autumn 2026 for implementation for the fiscal year starting on or after January 1, 2027. U.K. SRS is also expected to replace the current TCFD-aligned disclosure regime under the Companies Act 2006. In July 2025, HM Treasury confirmed it would not proceed with developing a U.K. Green Taxonomy, instead prioritizing other measures to strengthen the U.K.’s sustainable finance framework. Additionally, the Department for Energy Security and Net Zero launched a June 2025 consultation proposing mandatory climate transition plans for large financial institutions and listed companies, aligned with the Paris Agreement’s 1.5°C goal. The FCA continued to implement its Sustainability Disclosure Requirements (“SDR”) and investment labels regime under Policy Statement 23/16. Key provisions include the anti-greenwashing rule (effective May 2024), a four-category sustainable investment labelling system, and phased disclosure obligations. Nomura’s in-scope U.K. entities have implemented the necessary measures in line\n\n \n\n44\n\n##### Table of Contents\n\nwith the FCA’s 2024-2025 timetable to ensure compliance and mitigate greenwashing risk under these evolving ESG requirements.\n\nOn June 25, 2025, the U.K. Government launched a consultation seeking views on the effective implementation of mandatory transition plans for U.K.-regulated financial institutions and FTSE 100 companies to align with the 1.5°C goal of the Paris Agreement. The consultation closed on September 17, 2025, and the Government has been reviewing the industry’s response before outlining next steps.\n\nIn the U.K., the FCA’s anti-greenwashing rule under the SDR became effective on May 31, 2024. The rule applies to all FCA-regulated firms, requiring that sustainability-related statements are accurate, substantiated, and not misleading. By April 2025, the FCA’s naming and marketing rules for ESG-labelled products also came into effect, restricting use of terms such as “green” or “sustainable” unless the product meets defined criteria. The FCA has paused extending SDR labelling to portfolio management services but reaffirmed that all firms must comply with the anti-greenwashing requirements. Nomura’s U.K. entities have enhanced the governance, policies, and developed regular mandatory training to ensure compliance and ongoing transparency in ESG-related marketing and disclosures.\n\n- EU ESG risk management and disclosure\n\nOn January 9, 2025, the European Banking Authority (“EBA”) published its final Guidelines on the management of ESG risks. These Guidelines establish minimum standards and methodologies for identifying, measuring, managing, and monitoring ESG risks. They applied from January 11, 2026, to Nomura’s EU subsidiaries in scope of the EU Capital Requirements Regulation (CRR). On November 5, 2025, the EBA published its final Guidelines on environmental scenario analysis. These Guidelines focus on the role of scenario analysis in fostering resilience against environmental risks. They will apply from January 1, 2027, to Nomura’s EU subsidiaries.\n\nThe EU Council-approved EU Directive 2026/470 entered into force on March 18, 2026, making significant amendments to the Corporate Sustainability Due Diligence Directive (“CSDDD”) and the Corporate Sustainability Reporting Directive (“CSRD”).\n\nAs a result of these amendments, the scope of both CSDDD and CSRD has been reduced. Due to the changes in the thresholds CSDDD and CSRD no longer apply to the previously in-scope Nomura entities based in the EU.\n\nFollowing its 2025 Consultation, EFRAG submitted draft simplified European Simplified Reporting Standards (“ESRS”) to the European Commission (“EC”) with the aim to reduce reporting requirements. The revised ESRS draft is now under review by the EC for adoption into a delegated act by summer 2026.\n\nRegulation (EU) 2023/2631 (the EU Green Bond Regulation), effective from December 2024, established a voluntary “European Green Bond” (“EuGB”) label with uniform standards for green and sustainability-linked bonds. Since March 2025, the European Commission has adopted technical standards (effective August 2025) specifying templates for post-issuance disclosures and non-binding guidelines for pre-issuance templates. ESMA has also been granted supervisory powers over third-party reviewers, with rules on penalties and fees. Use of these templates remains voluntary, and there are no new restrictions on non-EuGB-labelled bonds beyond reserving the EuGB designation for qualifying issuances. Nomura may adopt these templates voluntarily to enhance transparency, but such measures are not legally required.\n\n- EU Artificial Intelligence Act\n\nWith the EU Artificial Intelligence (“AI”) Act which entered into force on August 1, 2024, with a phased implementation period, the European Parliament published the first comprehensive legal framework for AI,\n\n \n\n45\n\n##### Table of Contents\n\nestablishing a risk-based approach to regulate AI systems based on their potential to cause harm. The AI Act imposes strict requirements on high-risk systems and requires all AI-generated or modified content to be clearly labelled. The AI Act applies to providers and deployers of AI systems in the EU, regardless of where they are located, if the AI is marketed or used within the EU.\n\nRegulatory Capital Rules\n\nJapan\n\nIn March 2023, the FSA announced that it would delay the implementation date of the finalized Basel III standards for final designated parent companies for one additional year, to March 31, 2025. Also, in March 2022, the FSA announced the exclusion of deposits with the Bank of Japan from the total exposure used to calculate the leverage ratio until March 31, 2024. Further, in November 2022, the FSA announced that it will maintain the exclusion past March 31, 2024, and instead raised the required level of leverage ratio.\n\nThe FIEA requires that all Financial Instruments Firms (Category I) (“Financial Instruments Firms I”), a category that includes NSC and NFPS, ensure that their capital adequacy ratios do not fall below 120% on a non-consolidated basis. The FIEA also requires Financial Instruments Firms I to file monthly reports regarding their capital adequacy ratios with the Commissioner of the FSA or the Director-General of the appropriate Local Finance Bureau, and also to disclose their capital adequacy ratios to the public on a quarterly basis. In addition, if the capital adequacy ratio of a Financial Instruments Firm I falls below 140%, it must file a daily report with the authorities. The FIEA provides for actions which the Prime Minister, through the Commissioner of the FSA or the Director-General of the appropriate Local Finance Bureau, may take if any Financial Instruments Firm I fails to meet the capital adequacy requirement. More specifically, if the capital adequacy ratio of any Financial Instruments Firms I falls below 120%, the Commissioner of the FSA or the Director-General of the appropriate Local Finance Bureau may order the Financial Instruments Firm I to change its business conduct, to deposit its property in trust, or may issue any other supervisory order that such authorities deem necessary and appropriate to protect the interests of the general public or investors. If the capital adequacy ratio of a Financial Instruments Firm I falls below 100%, the authorities may take further action, including the issuance of orders to temporarily suspend its business and the revocation of its registration as a Financial Instruments Firm I under the FIEA.\n\nUnder the FIEA and regulations thereunder, the “capital adequacy ratio” means the ratio of adjusted capital to a quantified total of business risks. Adjusted capital is defined as net worth less illiquid assets. Net worth mainly consists of stated capital, additional paid-in capital, retained earnings, reserves for securities transactions, certain allowances for doubtful current accounts, net unrealized gains/losses in the market value of investment securities, and subordinated debt. Illiquid assets generally include non-current assets, certain deposits and advances and prepaid expenses. Business risks are divided into three categories: (i) market risks (i.e., risks of asset value changes due to decline in market values and other reasons), (ii) counterparty risks (i.e., risks of delinquency of counterparties and other reasons) and (iii) basic risks (i.e., risks in carrying out daily business activities, such as administrative problems with securities transactions and clerical mistakes), each quantified in the manner specified in a rule promulgated under the FIEA.\n\nThe FSA reviewed the FIEA and regulations thereunder in line with Basel 2.5 framework and the revised regulations for Basel 2.5 were implemented at the end of December 2011. Market risks increased significantly as a result of the Basel 2.5 rule implementation.\n\nWe closely monitor the capital adequacy ratio of NSC and NFPS on a continuous basis. Since the introduction of the capital adequacy requirement in Japan in 1989, we have at all times been in compliance with all appropriate requirements. We believe that we will continue to be in compliance with all applicable capital adequacy requirements for the foreseeable future.\n\nAs discussed above, the FSA amended the FIEA and introduced new rules on consolidated regulation and supervision of securities companies on a consolidated basis on April 1, 2011, to improve the stability and\n\n \n\n46\n\n##### Table of Contents\n\ntransparency of Japan’s financial system and ensure the protection of investors. Following introduction of these rules, NSC was designated as a Special Financial Instruments Firm, following which we have been designated as a Final Designated Parent Company. As such, we are required to calculate consolidated regulatory capital adequacy ratio according to the FSA’s “Establishment of standards on sufficiency of capital stock of a final designated parent company and its subsidiary entities, etc. compared to the assets held thereby” (2010 FSA Regulatory Notice No. 130; “Capital Adequacy Notice on Final Designated Parent Company”). Accordingly, since our designation as a Final Designated Parent Company in April 2011, we now calculate our Basel rule based consolidated regulatory capital adequacy ratio according to the Capital Adequacy Notice on Final Designated Parent Company.\n\nThe FSA also amended the FIEA to include reporting on consolidated regulatory capital for the Final Designated Parent Companies, effective April 1, 2011. We are subject to these reporting requirements as well as the capital adequacy requirements described above.\n\nThe Capital Adequacy Notice on Final Designated Parent Company has been revised to be in line with Basel 2.5 and Basel III, and we have calculated a Basel III-based consolidated capital adequacy ratio since the end of March 2013. Basel 2.5 includes significant changes in the method of calculating market risk and Basel III includes redefinition of capital items for the purpose of requiring higher levels of capital and expansion of the scope of credit risk-weighted assets calculation.\n\nIf our capital ratios fall to the minimum level required by the FSA, our business activities may be impacted. However, these ratios are currently at well capitalized levels. We have met all capital adequacy requirements to which we are subject and have consistently operated in excess of the FSA’s capital adequacy requirements. Subject to future developments in regulatory capital regulations and standards, there has been no significant change in our capital ratios which management believes would have material impact on our operations.\n\nThe Basel Committee has issued a series of announcements regarding a broader program to strengthen the regulatory capital framework in light of weaknesses revealed by past financial crises, as described in “Consolidated Regulatory Capital Requirements” under Item 5.B of this annual report. The Capital Adequacy Notice on Final Designated Parent Company is expected to incorporate the series of rules and standards in line with the schedule proposed by the Basel Committee.\n\nAt the G-20 summit in November 2011, the Financial Stability Board (“FSB”) and the Basel Committee announced the list of global systemically important banks (“G-SIBs”) and the additional requirements to the G-SIBs including the recovery and resolution plan. The FSB also announced the group of G-SIBs will be updated annually and published by the FSB each November. Since November 2011, we have not been designated as a G-SIB. On the other hand, the FSB and the Basel Committee were asked to work on extending the framework for G-SIBs to domestic systemically important banks (“D-SIBs”) and the Basel Committee developed and published a set of principles on the assessment methodology and the higher loss absorbency requirement for D-SIBs. In December 2015, the FSA identified us as a D-SIB and required additional capital charge of 0.5% after March 2016, with a 3-year transitional arrangement.\n\nOverseas\n\nIn the U.S., Nomura Securities International, Inc. (“NSI”) is registered as a broker-dealer under the Securities Exchange Act of 1934 and is a futures commission merchant with the Commodity Futures Trading Commission (“CFTC”). NSI is also regulated by self-regulatory organizations, such as the Financial Industry Regulatory Authority (“FINRA”) and the Chicago Mercantile Exchange Group. NSI is subject to the SEC’s Uniform Net Capital Rule (“Rule 15c3-1”) and other related rules, which require net capital, as defined under the alternative method, of not less than the greater of $1,000,000 or 2% of aggregate debit items arising from client transactions. NSI is also subject to CFTC Regulation 1.17 which requires the maintenance of net capital of 8% of the total risk margin requirement, as defined, for all positions carried in client accounts and nonclient accounts or $1,000,000, whichever is greater. NSI is\n\n \n\n47\n\n##### Table of Contents\n\nrequired to maintain net capital in accordance with the SEC, CFTC, or other various exchange requirements, whichever is greater. Another U.S. subsidiary, Nomura Global Financial Products Inc. (“NGFP”) is registered as an OTC Derivatives Dealer under the Securities Exchange Act of 1934. NGFP is registered with CFTC as a Swap Dealer on October 6, 2021, and registered with the Securities and Exchange Commission (“SEC”) as a Security Based Swap Dealer on November 1, 2021. NGFP calculates capital under SEC rule 18a-1 and CFTC rule 23.101 and requires the greater of $20,000,000, 2% of the SEC risk margin amount or 2% of the CFTC risk margin amount. Another U.S. subsidiary, Instinet, LLC (“ILLC”) is a broker-dealer registered with the SEC and is a member of FINRA. Further, ILLC is an introducing broker registered with the CFTC and a member of the National Futures Association and various other exchanges. ILLC is subject to Rule 15c3-1 which requires the maintenance of minimum net capital, as defined under the alternative method, equal to the greater of $1,000,000, 2% of aggregate debit items arising from client transactions, or the CFTC minimum requirement. Under CFTC rules, ILLC is subject to the greater of the following when determining its minimum net capital requirement: $45,000 minimum net capital required as a CFTC introducing broker; the amount of adjusted net capital required by a futures association of which it is a member; and the amount of net capital required by Rule 15c3-1(a). As of March 31, 2025 and 2026, NSI, NGFP and ILLC were in compliance with relevant regulatory capital related requirements.\n\nIn Europe, Nomura Europe Holdings plc (“NEHS”) is subject to consolidated regulatory supervision by the Prudential Regulation Authority (“U.K. PRA”) as a U.K. Parent Financial Holding Company. The regulatory consolidation is produced in accordance with the requirements established under the Financial Services and Markets Act 2000, U.K. Capital Requirements Regulations and the PRA Rulebook. Nomura International plc (“NIP”), the most significant of NEHS’ subsidiaries, acts as a securities brokerage and dealing business. NIP is also regulated by the U.K. PRA and has minimum capital adequacy requirements imposed on it on a standalone basis. NIP is also registered with the CFTC as a non-U.S. Swap Dealer (SD) and with the SEC as a conditionally registered Security-based Swap Dealer (SBSD). NIP is a member of National Futures Association (NFA). Both the SEC and CFTC have granted substituted compliance in some cases to recognize the comparability of U.K. regulations as being equivalent to satisfy the relevant requirements under the U.S. Dodd Frank regime. NIP has elected to rely on certain aspects of the substituted compliance regime in areas including, but not limited to, capital and margin, reporting and record keeping. In addition, Nomura Bank International plc (“NBI”), another subsidiary of NEHS, is also regulated by the U.K. PRA on a standalone basis. NEHS also has a number of European domiciled subsidiaries including NFPE, a Nomura subsidiary domiciled in Germany which is regulated by the German regulator (“BaFin”) and is subject to the EU Capital Requirements Regulation and local German regulations and Banque Nomura France (“BNF”), a Nomura subsidiary domiciled in France which is regulated by the French regulator (“ACPR”) and is also subject to the EU Capital Requirements Regulation and local French regulations. As of March 31, 2025 and 2026, NEHS, NIP, NBI, NFPE and BNF were in compliance with relevant regulatory capital related requirements.\n\nIn Asia, Nomura International (Hong Kong) Limited (“NIHK”) and Nomura Singapore Ltd (“NSL”) are regulated by their local respective regulatory authorities. NIHK is licensed by the Securities and Futures Commission in Hong Kong to carry out regulated activities including dealing in securities and futures contracts, advising on securities, futures contracts and corporate finance. Activities of NIHK, including its branch in Taiwan, are subject to the Securities and Futures (Financial Resources) Rules which require it, at all times, to maintain liquid capital at a level not less than its required liquid capital. Liquid capital is the amount by which liquid assets exceed ranking liabilities. Required liquid capital is calculated in accordance with provisions laid down in the Securities and Futures (Financial Resources) Rules. NSL holds a Merchant Bank license from the Monetary Authority of Singapore (“MAS”) and is authorized to conduct merchant banking activities including accepting deposits (subject to regulatory restrictions) and providing loans and advances. NSL also operates under exemptions as an Exempt Capital Markets Services Entity, Exempt Financial Adviser, and Exempt Trust Company, authorized to conduct regulated activities including fund management, dealing in capital markets products, product financing, providing custodial services, advising on corporate finance and investment products, and issuing or promulgating analyses/reports on investment products. NSL is regulated and has minimum capital adequacy requirements imposed on it, including its branch in the Dubai International Financial Centre, by the MAS in Singapore. NIHK and NSL have been compliant with relevant regulatory capital related requirements.\n\n \n\n48\n\n##### Table of Contents\n\nIn addition, certain of our other subsidiaries are subject to various securities and banking regulations, and the capital adequacy requirements established by the regulatory and exchange authorities of the countries in which those subsidiaries operate. We believe that each such subsidiary is, and will in the foreseeable future be, in compliance with these requirements in all material respects.\n\nManagement Challenges and Strategies\n\nOur business environment is undergoing significant changes. We will seek to continue to respond to these changes flexibly while maintaining an appropriate financial standing and effectively utilizing management resources through improved capital efficiency. In addition, we aim to constantly implement new initiatives with the aim of expanding existing businesses and providing value-added services to clients.\n\n1. Medium-to Long-term Priority Issues\n\nWe are pursuing sustainable growth across the entire group and working on building a business portfolio that focuses on stable and diversified revenue and improving capital efficiency.\n\nOur vision is to advance Nomura Group to the next stage. To realize this, we launched a strategy of expanding into private markets to complement our businesses in the public markets. Based on this strategy, we have been working on promoting our Wealth Management business, strengthening the Investment Management Division and the Banking Division, and fostering growth and stability in the wholesale business. Additionally, we have been exploring and enhancing new areas such as Digital Financial Services including the digital asset business and sustainability sector including sustainable finance. We are promoting company-wide cost control through structural reforms. In addition, we are advancing the sophistication and efficiency of the corporate functions that form the basis of these businesses, strengthening the governance structure and risk management, evolving the human resource management strategies, further embedding our code of conduct and compliance, and promoting initiatives related to enhancing services and improving operational efficiency using AI and digital technologies and enhancing cybersecurity. For more information on the strategies in each division, please refer to “2. Issues in Each Division.”\n\nWe have set a management vision, “Reaching for Sustainable Growth”, as an indication of the direction of management toward fiscal year 2030, and have set management quantitative targets of ROE of 10-12%+ and an income before income taxes of over ¥750 billion. We will focus on the following areas to achieve these goals: (i) deepen global strategy leveraging our Japan franchise, (ii) accelerate growth of stable revenues, and (iii) further promote our strategy to provide platforms. In addition, we break down the Price Book-value ratio (“PBR”) as shown in the figure below. Maximizing the absolute level of ROE is one of its key elements. Through addressing medium- to long-term priority issues, we aim to enhance our corporate value.\n\n \n\n \n\n2. Issues in Each Division\n\n \n\n49\n\n##### Table of Contents\n\nThe challenges and strategies in each division are as follows:\n\n \n\n \n•\n \n\nWealth Management Division\n\nAs a result of the continuous initiatives to overhaul our business model to further help clients manage their assets, the Wealth Management Division has steadily accumulated recurring revenue assets, resulting in significant growth in recurring revenue. To contribute to the improvement in the ratio of securities to the total financial assets among Japanese households, our challenge is to respond to diversifying wealth management needs. By providing comprehensive wealth management services through Nomura Securities Co., Ltd.’s nationwide network of branches, as well as its digital services, we aim to assist our clients in achieving their goals. We will continue working on improving the skills of our partners (sales representatives) while maximizing our comprehensive strengths to enhance our wide range of products and services in order to advance the wealth management business.\n\n \n\n \n•\n \n\nInvestment Management Division\n\nOur Investment Management Division provides solutions that meet the diversifying investment needs of our broad client base through a wide range of asset classes and services spanning both traditional and alternative assets. We aim to realize a virtuous cycle of investment that contributes to the resolution of social issues by providing high-quality investment products meeting the diverse investment needs of clients. We regard the following trends as growth opportunities: Japan’s abundant individual financial assets and the tailwind of the government’s plan for promoting Japan as a leading asset management center, the growth of investment in private assets, and high levels of funding demand for and investor awareness of sustainability-related investments. Amid continued downward pressure on management fees, we are working to improve our investment capabilities, increase our assets under management and increase the value added by our products and services in our public market businesses, expand our business platforms in alternative assets and other high-fee growth areas, and realize greater efficiency and cost control.\n\nIn December 2025, we acquired the U.S. and European public asset management business of Macquarie Group Limited in order to increase our assets under management and to both diversify and strengthen our investment management platform and products to our clients.\n\n \n\n \n•\n \n\nWholesale Division\n\nOur Wholesale Division faces challenges presented by increasingly sophisticated client needs and technological advancement, coupled with uncertainty in the market and macroeconomic environment. To ensure continuity of service as well as adding value to clients, we will continue to enhance collaboration across business lines, regions and divisions while further diversifying our business portfolio to stabilize revenues. We will continue to allocate financial resources in a disciplined and selective manner toward high growth opportunities, while also focusing on cost optimization.\n\nGlobal Markets aims to provide liquidity to our clients while reinforcing risk control and governance. Additionally, we aim to further diversify our business portfolio, reinforce global connectivity and cross-sell across our global client franchise leveraging our solid business foundation in Japan and competitive global products to pursue growth opportunities such as Structured Financing and Solution business, International Wealth Management business as well as Global Equities, and continue to build on the strength of our Flow Macro businesses.\n\nInvestment Banking aims to provide seamless client experiences as we target to accelerate advisory services and financing to domestic and cross-border restructurings and industry-wide consolidations, as well as interest rate and foreign exchange solutions as volatile business environments have an impact on our clients’ businesses. We have leveraged our Japanese strengths and focus on expanding our global advisory business, while also maintaining focus on sustainability in light of its importance within the industry and to our clients. Additionally, we will accelerate group-wide collaborations as we develop tailored advice for the benefit of our clients across a range of products and services.\n\n \n\n50\n\n##### Table of Contents\n\n \n•\n \n\nBanking Division\n\nAmid overall trends such as rising inflation, a shifting interest-rate environment, and initiatives toward the realization of Japanese government’s “Policy Plan for Promoting Japan as a Leading Asset Management Center,” we determined it is important to strengthen efforts to deliver more diverse, higher-quality services by leveraging Nomura’s banking and trust capabilities. Accordingly, the Banking Division was established in April 2025. The Banking Division seeks to leverage the strengths of The Nomura Trust and Banking Co., Ltd. and Nomura Bank (Luxembourg) S.A. in private markets and bespoke products and meet the diverse needs of clients in areas such as asset building and estate planning.\n\nThe Nomura Trust and Banking Co., Ltd. completed a core banking system renewal in May 2025, enhancing and expanding its foundational banking systems. In April 2026, we launched a deposit sweep service that automatically transfers funds between accounts for customers who hold accounts with both Nomura Securities Co., Ltd. and The Nomura Trust and Banking Co., Ltd., improving client convenience by adding banking functionality to securities accounts and offering a financial hybrid service.\n\nGoing forward, we will continue to pursue our strategy focused on three pillars: client interaction, products and services, and systems.\n\n \n\n \n•\n \n\nRisk Management and Compliance, etc.\n\nWe have defined our risk appetite in our Risk Appetite Statement which includes the types and level of risk that the Nomura Group is willing to assume in pursuit of our strategic objectives and business plans. Further, we continue to develop our risk management framework in a way that is strategically aligned to our business plans and incorporates decision-making by senior management, thereby securing capital soundness and enhancing our corporate value.\n\nWe have explicitly defined in our Risk Appetite Statement that all executives and employees must actively engage in risk management through our Three Lines of Defense framework. We also continuously provide training to all executives and employees, including those in our group companies, to increase our knowledge about risks as financial professionals and to develop a corporate culture that emphasizes the proper identification, assessment and management of risks.\n\nWith regard to compliance, we continue to focus on improving the management structure to comply with local laws and regulations in the countries where we operate. We also continue to review our internal systems and rules so that all executives and employees can work autonomously with high ethical standards.\n\nSo that all directors, officers and employees not only comply with laws and regulations, but also maintain a strong sense of ethics, and aiming to be a company that is truly trusted by society, we have established the “Nomura Group Code of Conduct” as the guidelines for the actions to be taken by all Nomura Group directors, officers, and employees. Through associated trainings and other measures, we are working to promote appropriate actions (“Conduct”) based on the Code of Conduct. At the annual “Nomura Founding Principles and Corporate Ethics Day” held every August, we reaffirm the lessons learned from past incidents and renew our determination to prevent recurrence in order to maintain and build the trust of society and our clients. As part of this initiative, we hold discussions on appropriate conduct based on reflections on past incidents and ask participants to make a pledge to comply with the Code of Conduct. Since its implementation in December 2019, the Code of Conduct has been reviewed periodically to better respond to changes in social and economic conditions surrounding Nomura Group and to the expectations of stakeholders. Ahead of its 100th anniversary, we established the Nomura Group Purpose in 2024: “We aspire to create a better world by harnessing the power of financial markets.” By putting the Nomura Group Purpose into action, we aim to realize the Nomura Group Corporate Philosophy and further embed the Code of Conduct.\n\n \n\n51\n\n##### Table of Contents\n\nBy addressing and resolving the above issues, we will strive for the stability and further development of financial markets as well as the sustainable growth of the Nomura Group.\n\nView on Sustainability and Efforts\n\n1. Nomura’s Approach to Sustainability\n\nSince its founding, Nomura has contributed to the development of the financial and capital markets through the provision of a broad range of financial services, and has worked to create not only economic but also social value by providing optimal solutions to clients.\n\nNomura sees sustainability from two perspectives: “activities to support stakeholders through the pursuit of business” and “activities to ensure that Nomura itself and society are sustainable.”\n\n \n\n \n•\n \n\nActivities to support stakeholders through the pursuit of business\n\nAs a financial services group, our core role is to support clients through the flow of funds and capital. We are committed to promoting the sustainable circulation of capital by underwriting green, social, and sustainable bonds issued by sovereigns, supranationals, and agencies (SSAs), corporates and financial institutions, providing M&A advisory services, and offering ESG-related investment products to individual investors in Japan. Nomura views these activities as business opportunities that allow us to provide a variety of services and solutions.\n\nWe also leverage our long-cultivated strengths to address social issues by providing support for business succession, promoting innovation in regional revitalization, agriculture and healthcare, and drawing on our expertise and insight in research and analysis.\n\n \n\n \n•\n \n\nActivities to ensure that Nomura itself and society are sustainable\n\nNomura recognizes that addressing environmental issues and improving financial literacy in Japan are among the essential elements in the realization of a sustainable society.\n\nNomura recognizes climate change as one of the most important global issues and aligns its efforts with the Paris Agreement, aiming to limit global temperature increases to well below 2°C, and striving for 1.5°C, above pre-industrial levels. Nomura has announced its goal of achieving net zero greenhouse gas (“GHG”) emissions for its own operations by 2030, and net zero GHG emissions attributable to its lending and investment portfolios by 2050. As a global financial services group that supports sustainability efforts of its clients and stakeholders, we will continue to promote initiatives to reduce its environmental impact in order to remain a sustainable company.\n\nNomura has been one of the frontrunners in providing financial and economic education to people of all ages, from elementary school students to adults, for more than 20 years starting in the 1990s. As the Japanese government pursues its “Policy Plan for Promoting Japan as a Leading Asset Management Center” and aims to realize a virtuous cycle of growth and distribution, in which household savings are directed toward investment and the benefits of improved corporate value are returned to households, leading to further investment and consumption, improving financial literacy in Japan is a very important issue. In addition to financial education centered on schools, we also actively work to support asset building through the workplace for working generations, contribute to improving financial literacy throughout society, and help develop financial and capital markets through the sustainable circulation of capital.\n\nFurthermore, to mark its 100th anniversary and as one of the foundations supporting value creation for the next 100 years, Nomura established the Nomura Well-Growing Institute in April 2026. “Well-Growing” is a new concept that refers to the ongoing process of learning, taking on challenges, and continuing to grow in order to improve well-being. The Institute is committed to supporting people who take on challenges and continue to grow, with the aim of realizing “a better world” in which people can experience long-term well-being.\n\n \n\n52\n\n##### Table of Contents\n\nNomura places at the center of its human resources management strategy the enhancement of corporate value by enabling diverse talent to fully demonstrate their capabilities and by fostering an environment in which employees can support and inspire one another. To respond to an increasingly volatile environment, Nomura emphasizes the development of talent with expertise and leadership, as well as the cultivation of an inclusive and sound corporate culture in which everyone can thrive.\n\nTo this end, Nomura has introduced the “Leadership Behaviors Model”, strengthened specialized training and the hiring of external talent, and promoted a distinctive human resources management approach that integrates recruitment, talent development, performance appraisal, and mobility and advancement. Nomura is also seeking to enhance its human capital value through the embedding of the Code of Conduct and the promotion of employee well-being. (For details, see Item 4. “Information on the Company—B. Business Overview—5. Human Capital Initiatives.”)\n\n2. Nomura’s Sustainability-Related Governance\n\nAs a Company with Three Board Committees, NHI has separated management oversight from business execution. This separation of duties strengthens the oversight functions and transfers authority regarding business execution from the Board of Directors to the Executive Officers with a view to accelerating the Group’s decision-making process. The oversight function and the executive side play respective roles in recognizing climate change risks and opportunities, promoting various measures, and managing risks.\n\n(1) Board of Directors\n\nThe “Nomura Holdings Corporate Governance Guidelines” set forth a sustainability policy which states: “The Company, in accordance with the Nomura Group Corporate Philosophy, together with contributing to the development of capital markets through various business activities, shall actively engage in activities aimed at the Company’s sustainable growth, solving social issues, and the realization of a sustainable society.” Based on this policy, the Board of Directors supervises and offers advice on sustainability-related reports prepared by the Executive Officers. In the year ended March 31, 2026, the Board of Directors dealt with topics such as matters discussed in the Nomura Report (Integrated Report) and the disclosure of sustainability-related information.\n\n(2) Sustainability Committee\n\nNHI has established the Sustainability Committee to deliberate and decide strategies related to sustainability initiatives. The Committee is chaired by the Group CEO and consists of members designated by the Group CEO, including members of the Executive Management Board. The Chief Sustainability Officer leads discussions at the Sustainability Committee to consolidate our sustainability expertise and accelerate the formulation and implementation of strategies. In the year ended March 31, 2026, the Committee addressed topics such as matters discussed in the Nomura Report (Integrated Report), initiatives toward net zero and the establishment of the Green Bond Framework for Financing the Nihonbashi New Headquarters.\n\n(3) Sustainability Forum\n\nIn order to ensure opportunities for more flexible and substantive discussions on sustainability, the Sustainability Forum, a forum for discussion by executives from across divisions and regions, was established in the year ended March 31, 2024. This forum is divided into the Sustainability Business Forum, which deals with topics more closely related to business activities, and the Sustainability Corporate Forum, which deals with information disclosure and policy formulation. The forum has a flexible structure, including the invitation of additional members depending on the topics covered. In the year ended March 31, 2026, the forum discussed the sustainability-related regulations and disclosures, GHG emissions associated with our investments and loans, monitoring of procedures for interim targets, and sustainable finance targets.\n\n \n\n53\n\n##### Table of Contents\n\n3. Nomura’s Risk Management on Sustainability\n\n \n\n \n•\n \n\nESG Risk Management Approach\n\nNomura has developed the “ESG Risk Management Policy” which articulates the governance and framework for managing environmental, social and governance (ESG) risks, in line with the Nomura Group’s Risk Appetite Statement and the Sustainability Statement. ESG risks are not recognized as an independent risk but are understood to be risk factors affecting various risk areas. In response to these risks, Nomura has built an integrated risk management framework that manages the risks caused by ESG risk drivers by adding new controls into the existing risk management frameworks (financial and non-financial).\n\n \n\n \n•\n \n\nRisk Management Associated with Climate Change\n\nThere are two types of risks associated with climate change: the risk of loss or damage due to long term shifts in climate patterns or extreme weather events such as large typhoons, droughts, and intense heat (chronic and acute physical risks respectively), and the risks associated with decarbonization, such as the inability or cost to respond to changes in government policies and/or carbon prices, and rapid technological innovation (transition risk). These are some of the key physical and transition risks associated with climate change that Nomura recognizes.\n\nAt Nomura, we conduct scenario analysis in order to analyze the impact of climate change on our portfolio. To assess financial resilience to climate risks, we use “scenarios”, published by Network for Greening the Financial System (NGFS), to estimate the impact of climate change in the short term on our capital and risk assets for both market risk and credit risk. We also assess a number of climate risk concentration measures to determine how much of the credit portfolio is vulnerable to climate related risks. As the scenario impact and the exposures to the climate risk concentration measures, as a proportion of our company’s portfolio, are relatively low we believe that the impact of climate change on our company’s finances will be limited.\n\n4. Metrics and Targets\n\nNomura has announced its goal of achieving net zero GHG emissions for its own operations by 2030, to seek to achieve net zero GHG emissions attributable to its lending and investment portfolios by 2050 and to deploy $125 billion in sustainable financing over the five years ended March 31, 2026(*). We post our progress towards each target on our company website. (Our website and the information posted thereon do not constitute part of and are not incorporated by reference into this annual report on Form 20-F.)\n\n*This target includes capital raised through Nomura’s debt and equity capital markets businesses, private placements of mezzanine debt and equity securities, and debt financing through its Infrastructure and Power Financing Group.\n\n5. Human Capital Initiatives\n\n(1) Nomura’s Human Capital Management and Management Strategy\n\nNomura believes that, in today’s rapidly changing society, continuously pursuing future-oriented transformation is essential to enhancing corporate value. This transformation requires each employee to possess a high level of expertise and demonstrate strong leadership. It is also important for teams to create a force greater than the sum of their individual members. To achieve this, fostering a sound corporate culture is indispensable. Based on this thinking, Nomura has defined its desired future state as “a team of professionals who continuously take on the challenge of creating new value,” and has positioned this as the vision for its human capital management strategy.\n\nTo realize this vision, Nomura has introduced a leadership behavior model and is working to optimize its human capital management cycle, which consists of recruitment, talent development, performance appraisal,\n\n \n\n54\n\n##### Table of Contents\n\nmobility and advancement, thereby enhancing the leadership and expertise of each employee. Nomura has also conducted the Nomura Group Employee Survey and uses the PDCA cycle to assess the effectiveness of its human capital management strategy and drive continuous improvement. In addition, Nomura is fostering a sound corporate culture by embedding its code of conduct, creating an inclusive workplace environment, and promoting employee well-being.\n\nNomura has set forth its management vision and targets for fiscal year 2030 and is working on multiple priority themes to achieve them (See Item 4.B “Information on the Company - Business Overview - Management Challenges and Strategies”). It is also strategically strengthening the human capital necessary for this purpose. Specifically, to achieve “dramatic growth in stable earnings,” Nomura is strengthening specialized talent capable of advancing new initiatives within existing businesses and creating added value across divisions. In addition, to realize “deepening of its global strategy,” Nomura is focusing on securing and developing global talent that can take the lead in connecting the strengths cultivated in Japan, such as its strong franchise, with overseas markets that are growing rapidly and offer large fee pools.\n\nAccordingly, we recruit and retain talent that aligns with Nomura’s corporate philosophy and values and seek to enhance such talent’s expertise and leadership through talent development, performance appraisal, mobility and advancement. Through these initiatives, we aim to increase the value of our human capital and contribute to the sustained enhancement of corporate value.\n\n \n\n \n\n(2) Nomura’s Talent Management Cycle\n\nWith a view to realizing its human capital management strategy, Nomura introduced the “Leadership Behaviors Model” in April 2025, replacing the former competency framework, following the establishment of the Purpose. This model consists of five behavioral items—“Explore Insights and Visions,” “Make Strategic Decisions,” “Inspire Entrepreneurship in People,” “Elevate Organizational Capability,” and “Inclusion”—and is intended to promote future-oriented leadership transformation across the Nomura Group. Regardless of role or corporate title, all employees are expected to think about and put into practice the leadership required in their respective positions, and to visualize each person’s strengths and areas for improvement and encourage objective discussion. This model is closely linked to each process of the talent management cycle consisting of recruitment, talent development, performance appraisal, mobility and advancement. The main points are as follows.\n\n(i) Recruitment\n\nOur recruitment strategy focuses on attracting talent that shares our values of “Entrepreneurial Leadership,” “Teamwork” and “Integrity,” in order to put the Nomura Group’s Purpose into practice. We also seek individuals who possess a strong risk culture, which forms the foundation of effective risk\n\n \n\n55\n\n##### Table of Contents\n\nmanagement. To acquire and develop professional talent that consistently takes on the challenge of creating new value, we implement departmental or job-specific recruitment across all regions, including Japan, for both new graduate and mid-career hiring.\n\nWe also place significant emphasis on mid-career hiring, recognizing the need for diverse talent with advanced knowledge and expertise in specialized areas. In the past few years, over half of our new hires have been mid-career professionals.\n\nFurthermore, in January 2023, we launched a system to network with Nomura alumni (former employees) and to deepen engagement with alumni active outside the Nomura Group while actively encouraging alumni re-employment. As of March 31, 2026, approximately 350 individuals had registered on the network site, an increase of about 60 from the previous year, and we are continuing to enhance the use of this network.\n\n(ii) Talent Development\n\nUnder the Basic Policy of Talent Development listed below, we are committed to developing our talent.\n\n(less than)Basic Policy of Talent Development(greater than)\n\nIn order to put into action our Group Purpose, “we aspire to create a better world by harnessing the power of financial markets,” we aim for Nomura Group people to differentiate themselves by being a professional group that continually takes on challenges to create new added value.\n\nWe aim to create a decentralized organization in which every employee possesses a high level of expertise and leadership. Toward this end, we have reorganized hierarchical training into programs for new employees, instructors and managers, and are working to enhance departmental training to deepen specialized expertise and self-selection training to promote autonomous career development. As an example of self-selection training, in fiscal year 2023 we launched our digital talent development program, “Digital IQ University,” which provides learning opportunities enabling many employees, not limited to those engaged in IT operations, to systematically acquire a broad range of digital knowledge and skills. In addition, as examples of departmental training, we conduct a 36-month program for the Wealth Management Division and global analyst training programs for the Wholesale Division, thereby establishing a framework for employees to acquire specialized knowledge required for their work and apply it in practice.\n\nWe also implement various selective training programs for the strategic development of potential management leaders. These include study abroad programs, which have been offered every year for more than 60 years on a self-application and selection basis; cross-border learning experiences such as startup secondment programs; Nomura Keiei-juku, our flagship program for future management leaders; and leadership development programs provided by external institutions in Japan and overseas, including Nomura Management School, thereby providing opportunities to gain new perspectives beyond everyday work.\n\n(iii) Performance Appraisal\n\nTo deliver on the Nomura Group Purpose, in all regions including Japan, and across all departments and roles, we are making further efforts to enhance our performance-based compensation system, through ensuring the fairness of performance appraisal and benchmarking employee productivity against external market data. All managers in Japan are paid by job type.\n\nWe have also introduced 360-degree feedback globally, and by engaging in dialogue between the target and the evaluators regarding the results, we are supporting the growth and leadership development of the target. Additionally, to instill the Code of Conduct throughout the Nomura Group and enhance risk management, we have implemented the ERCC rating (1).\n\n \n\n56\n\n##### Table of Contents\n\n(1) Evaluation of Ethics, Risk Management, Compliance and Conduct.\n\n(iv) Mobility and Advancement\n\nWe respect employees’ entrepreneurial mindsets and encourage autonomous career development. While we had a global internal job posting system in place before, we significantly expanded the scope of this system in Japan starting from the year ended March 31, 2021. Regardless of corporate title, many employees have actively applied to this system across departmental boundaries, enabling them to pursue new career opportunities through job rotations.\n\nAdditionally, from the perspective of appointing talent to key positions within the group and developing successors for such positions, we globally manage a talent pool of individuals with the potential to assume critical roles. Assessments are conducted for these talent pools, and various leadership development programs are provided to the respective employees based on their leadership potential.\n\n(3) Fostering a Sound Corporate Culture\n\nWe are committed to enhancing employee engagement and fostering a sound corporate culture by embedding the Code of Conduct and promoting Inclusion and Well-being. In April 2025, we established the Culture & Engagement Department, which plays a central role in these efforts.\n\n(i) Code of Conduct\n\nWe not only comply with laws and regulations, but also maintain a strong sense of ethics, aiming to be a company that is truly trusted by society. To this end, we have established the “Nomura Group Code of Conduct” as the guidelines for actions to be taken by all Nomura Group directors, officers, and employees. Through associated trainings and other measures, we are working to promote appropriate actions (“Conduct”) based on the Code of Conduct. At the annual “Nomura Founding Principles and Corporate Ethics Day” held every August, all directors, officers and employees of the Nomura Group, regardless of region, reaffirm the lessons learned from past incidents and renew our determination to prevent recurrence in order to maintain and build the trust of society and our clients. As part of this initiative, we hold discussions of appropriate conduct based on reflections of past incidents and ask participants to make a pledge to comply with the Code of Conduct. Since its implementation in December 2019, the Code of Conduct has been reviewed periodically to better respond to changes in social and economic conditions surrounding Nomura Group and to the expectations of stakeholders.\n\n(ii) Inclusion\n\nWe believe that diversity among our employees at Nomura, which operates globally, strengthens our competitiveness, drives innovation, and supports advanced risk management. Our employees bring a wide range of backgrounds, including gender, nationality, race, sexual orientation, gender identity, disability, as well as education, experience, capabilities, and values. Since adopting its position on diversity and inclusion in 2016, we have continued to foster an inclusive workplace where every employee has a sense of belonging and can thrive as their authentic selves and achieve their full potential. To advance inclusion, our Working Group, centered on management, leads initiatives through a top-down approach. At the same time, our Employee Networks serve as the core of our bottom-up initiatives. Together, these two approaches drive our efforts.\n\nStarting in fiscal year 2024, the promotion of inclusion has been incorporated into the performance evaluation criteria for all officers and employees worldwide, encouraging contributions to a more inclusive workplace environment. In Japan, we also continue to require approximately 15,000 employees to complete the “Nomura Group Inclusion Training,” which covers topics such as human rights, balancing work with childcare and caregiving, harassment, and psychological safety, to deepen understanding and foster inclusive practices in the workplace.\n\nAt Nomura Securities Co., Ltd. and other domestic subsidiaries in Japan (with certain exceptions, such as joint ventures), we are enhancing the workplace environment so that employees planning for childbirth and\n\n \n\n57\n\n##### Table of Contents\n\nchildcare can continue their careers without concern, regardless of gender. As part of these efforts, we have introduced a “Parental Leave Incentive Bonus.” In addition, managers’ performance evaluations reflect their efforts to support employees in balancing work and family responsibilities and to encourage childcare leave, thereby helping to foster a workplace culture that makes it easier to balance work and childcare. As a result, in August 2025, Nomura Securities Co., Ltd. received the highest, third-level certification under the “Eruboshi” certification program based on the Act on Promotion of Women’s Participation and Advancement in the Workplace. We also continue to improve the workplace environment with the goal of achieving a 100% rate of childcare leave and related leave, regardless of gender. Most male employees take childcare leave, and the average number of days of childcare leave taken by male employees increased from 31.5 days in fiscal year 2024 to 38.6 days in fiscal year 2025. Through these initiatives, balancing work and childcare is becoming more firmly established.\n\nIn addition, in fiscal year 2025, we also promoted disability inclusion initiatives. We joined “Valuable 500” and sponsored the Tokyo 2025 Deaflympics. In recognition of our continued implementation of inclusion training and our efforts to advance these initiatives, we were selected in March 2026 as a “Barrier-Free Mindset” good practice company by the Tokyo Metropolitan Government. We will continue working to enhance the workplace environment so that each employee can achieve their full potential.\n\n(iii) Well-being\n\nWe recognize the importance of our employees’ physical, emotional, mental and financial well-being so that they can realize their full potential, stay motivated and excel in the performance of their duties. We seek to improve our employee welfare programs, such as childcare and nursing care support, as well as to maintain and promote employee health, so that employees can continue to work with enthusiasm, including the development of appropriate working conditions and a comfortable working environment.\n\nWe also recognize the need to reduce Absenteeism (1) and Presenteeism (2), and improve Work Engagement (3) and have set the following measurements in order to monitor employee well-being:\n\n \n\n \n\n \n\n \n\n(1)\n\nAbsenteeism: The impact of absenteeism is measured by financial losses due to absence from work caused by injury or illness, calculated by multiplying the average compensation of employees for such financial year by the number of employees and the utilization rate of sick leave.\n\n(2)\n\nPresenteeism: A condition in which individuals go to work despite being ill or experiencing symptoms of illness, with negative impacts on business execution and productivity. The figure is calculated based on responses to the SPQ (Single-Item Presenteeism Question, University of Tokyo 1-Item Version).\n\n(3)\n\nWork Engagement: A positive, fulfilling, work-related state of mind. This is measured based on deviation from the results of the national average of annual stress assessment, which is an annual mandatory workplace program in Japan to screen for mental health issues in workers.\n\n \n\n58\n\n##### Table of Contents\n\nFor Absenteeism, we have not set a specific target because it is important to create an environment where our employees can be absent from work when they feel unwell. We will continuously evaluate and introduce new well-being initiatives to improve this metric. We set our targets for Presenteeism and Work Engagement, 15 (i.e., no more than a 10% productivity loss rate) and 55 (with the national average being 50), respectively by the year ended March 31, 2031. Currently these measurements are only applicable to employees of NSC, but we will continue to evaluate our implementation plan and extend the initiatives to other subsidiaries, potentially expanding the coverage to the Nomura Group as a whole.\n\nWe also support the financial well-being of our employees by offering various programs that contribute to asset formation, such as an employee stock ownership plan, a defined contribution pension plan, and Workplace Tsumitate NISA. We have implemented an incentive system for contributions to the employee stock ownership plan and Workplace Tsumitate NISA. To enable employees to make more effective use of these systems, we began providing video content (Nomura Financial Wellness Program) in fiscal year 2023 through NSC, and in fiscal year 2024 through other domestic subsidiaries, allowing employees to quickly deepen their understanding of retirement benefits and pension systems. Furthermore, in October 2024, we established a department dedicated to supporting employees’ asset formation and have further strengthened our efforts by enhancing the dissemination of information to employees and providing investment consultations. As a result of these initiatives, the number of employees using the employee stock ownership plan and Workplace Tsumitate NISA has steadily increased.\n\n(4) Governance Related to Human Capital\n\nAs a Company with Three Board Committees, Nomura separates supervision of management from the execution of business in order to enhance corporate governance. The recognition of risks and opportunities related to human capital, the promotion of various initiatives, and risk management are also addressed appropriately through the respective roles of supervision and execution.\n\nAt the Board of Directors, the basic management policies are formulated and the execution of duties by directors and executive officers is supervised. The Board also establishes, amends and abolishes important provisions relating to human capital, such as the Code of Conduct.\n\nOn the execution side, the Management Committee chaired by the Group CEO and the Human Resources Committee delegated by the Management Committee discuss and decide important matters related to Nomura’s personnel system, human capital strategy, compensation and promotion. In particular, governance relating to compensation is described in Item 6.B. “Directors, Senior Management and Employees-Compensation of Statutory Officers-Compensation Policy.” In addition, under the CHRO appointed by the Management Committee, business plans are formulated and executed based on the decided basic policies and key strategies, and the status of execution of such business plans is reported to the Management Committee.\n\n(5) Risk Management Related to Human Capital\n\nNomura recognizes human capital-related issues as material risks affecting the execution of its management strategy and the enhancement of corporate value. The principal risks are as follows:\n\n \n\n \n•\n \n\nRisks related to personnel and workplace environments, such as discrimination and harassment, and violations of laws and regulations in each region\n\n \n\n \n•\n \n\nBusiness operation risks arising from talent acquisition or development not progressing as expected\n\n \n\n \n•\n \n\nRisks of profit pressure due to increased spending related to talent acquisition\n\n \n\n \n•\n \n\nRisks that talent development and corporate culture building will take longer than expected\n\n(For details, please see Item 3.D. “Key Information- Risk Factors – Our business may be adversely affected if we are unable to hire, retain and develop qualified personnel.”)\n\n \n\n59\n\n##### Table of Contents\n\nTo manage these risks appropriately, Nomura’s business divisions, regions, group companies and human resources functions identify issues based on hiring trends, turnover trends, employee survey results, whistleblowing reports and compliance incidents. Identified issues are then evaluated based on their potential impact on management, likelihood of occurrence and urgency of response, and corresponding measures are reflected in relevant initiatives. Through these efforts, Nomura seeks to appropriately manage human capital-related risks.\n\n(6) Indicators and Targets\n\nNomura views PBR (price-to-book ratio) as comprising three components: ROE, shareholders’ equity cost and expected growth rate (for details, please see Item 4.B “Information on the Company -. Business Overview - Management Challenges and Strategies.”)\n\nBased on this view, Nomura has established and monitors indicators under its human capital management strategy in the three areas set forth in the table below: Value Creation, Stability and Resilience, and Well Growing. These are positioned as factors that contribute to enhancing corporate value over the medium to long term through the strengthening of human capital. To assess the impact of initiatives under each key theme on the Company’s sustainable value creation, indicators have been established and are monitored. These indicators are reviewed as necessary to ensure the quantitative and appropriate measurement of progress in its initiatives.\n\n \n\n(Note) The above framework is not intended to mechanically calculate PBR, shareholders’ equity cost or any other financial indicator, but rather to conceptually illustrate the relationship between Nomura’s human capital management and the medium- to long-term enhancement of corporate value. Value Creation represents improvements in profitability and capital efficiency through employees fully demonstrating their capabilities and improving productivity. Stability and Resilience represents strengthening the stability of the business foundation and resilience through ensuring diversity, retaining talent and developing a workplace environment in which diverse talent can continue to demonstrate their capabilities, and is positioned as a factor that contributes to reducing earnings volatility and uncertainties in business execution and, ultimately, to containing shareholders’ equity cost. Well Growing represents an increase in future growth expectations through talent development, skills enhancement and the promotion of autonomous career development.\n\n \n\n \n  \n\nMetric\n\n  \nFY2025\n \nFY2026\n \nTarget\n\nValue Creation\n\n  \nLabor productivity*1 (revenue / number of employees)\n  \n¥ 69.5 million\n \n¥ 75.6 million\n \n— \n\nStability and Resilience\n\n  \nRatio of outside directors*3\n  \n67%\n \n64% (Note\n1)\n \n— \n\n  \nRatio of foreign directors*3\n  \n33%\n \n27% (Note\n1)\n \n— \n\n  \nRatio of female directors*3\n  \n25%\n \n27% (Note\n1)\n \n— \n\n  \nDisability employment rate*2\n  \n2.54%\n \n2.71%\n \n2.70% (Note 2)\n\n  \nRatio of female managers*1\n  \n22.4%\n \n23.8%\n \n30% (Note 3)\n\n  \nRatio of female branch managers*4\n  \n10.3%\n \n10.3%\n \n10% (Note 4)\n\n  \nRatio of mid-career hiring*4\n  \n61.9%\n \n58.6%\n \n— \n\n \n\n60\n\n##### Table of Contents\n\n \n  \n\nMetric\n\n  \nFY2025\n \nFY2026\n \nTarget\n\n  \nTurnover rate*1 (Note 5)\n  \n6.5%\n \n6.3%\n \n— \n\n  \nPaid leave utilization rate*4\n  \n71.6%\n \n73.2%\n \n70%\n\n  \nRatio of male employees’ childcare leave and related leave*4\n  \n100.0%\n \n94.8%\n \n100.0%\n\nWell Growing\n\n  \nStrengthening Sustainable Growth Training hours per employee*1\n  \n15.5\nhours\n \n14.4\nhours\n \n— \n\n  \nTraining expenses per employee*1\n  \n¥ 133,333\n \n¥ 113,805\n \n— \n\n  \nNumber of employees learned at Digital IQ University*1\n  \nApprox.\n5,000\n \nApprox.\n5,500\n \n— \n\n  \nNumber of employees transferred through the internal job posting system*1\n  \n180\n \n188\n \n— \n\nScope: *1 the Company and its consolidated subsidiaries; *2 the Company and its domestic subsidiaries; *3 the Company; *4 Nomura Securities Co., Ltd.\n\n \n\n \n\n(1)\n\nStructure after the June 2026 shareholders’ meeting.\n\n(2)\n\nNew statutory employment rate under the revised Act on Employment Promotion of Persons with Disabilities in July 2026.\n\n(3)\n\nThe target period for the proportion of female managers is through the year ending March 31, 2031.\n\n(4)\n\nAction plan for the period from May 1, 2020 to April 30, 2025, under the Act on Promotion of Women’s Participation and Advancement in the Workplace.\n\n(5)\n\nVoluntary turnover rate.\n\nC. Organizational Structure.\n\nThe following table lists the Company and its significant subsidiaries and their respective countries of incorporation as of March 31, 2026. Indentation indicates the principal parent of each subsidiary. Proportions of ownership interest include indirect ownership.\n\n \n\nName\n\n  \n\nCountry/Region\n\n  \nOwnership\nInterest\n \n\n \n  \n \n  \n(%)\n \n\nNomura Holdings, Inc.\n\n  \nJapan\n  \n \n— \n \n\nNomura Securities Co., Ltd.\n\n  \nJapan\n  \n \n100\n \n\nNomura Asset Management Co., Ltd.\n\n  \nJapan\n  \n \n100\n \n\nThe Nomura Trust & Banking Co., Ltd.\n\n  \nJapan\n  \n \n100\n \n\nNomura Babcock & Brown Co., Ltd.\n\n  \nJapan\n  \n \n100\n \n\nNomura Capital Investment Co., Ltd.\n\n  \nJapan\n  \n \n100\n \n\nNomura Investor Relations Co., Ltd.\n\n  \nJapan\n  \n \n100\n \n\nNomura Fiduciary Research & Consulting Co., Ltd.\n\n  \nJapan\n  \n \n100\n \n\nNomura Research & Advisory Co., Ltd.\n\n  \nJapan\n  \n \n100\n \n\nNomura Business Services Co., Ltd.\n\n  \nJapan\n  \n \n100\n \n\nNomura Properties, Inc.\n\n  \nJapan\n  \n \n100\n \n\nNomura Institute of Capital Markets Research\n\n  \nJapan\n  \n \n100\n \n\nNomura Financial Products & Services, Inc.\n\n  \nJapan\n  \n \n100\n \n\nNomura Institute of Estate Planning\n\n  \nJapan\n  \n \n100\n \n\nNomura Capital Partners Co., Ltd.\n\n  \nJapan\n  \n \n100\n \n\nNomura Mezzanine Partners Co., Ltd.\n\n  \nJapan\n  \n \n100\n \n\n \n\n61\n\n##### Table of Contents\n\nName\n\n  \n\nCountry/Region\n\n  \nOwnership\nInterest\n \n\n \n  \n \n  \n(%)\n \n\nCorporate Design Partners Co., Ltd.\n\n  \nJapan\n  \n \n100\n \n\nNomura Kagayaki Co., Ltd.\n\n  \nJapan\n  \n \n100\n \n\nNomura IM Investment LLC\n\n  \nJapan\n  \n \n100\n \n\nNomura Global Finance Co., Ltd.\n\n  \nJapan\n  \n \n100\n \n\nBOOSTRY Co., Ltd\n\n  \nJapan\n  \n \n51\n \n\nNomura Asia Pacific Holdings Co., Ltd.\n\n  \nJapan\n  \n \n100\n \n\nNomura International (Hong Kong) Limited\n\n  \nHong Kong\n  \n \n100\n \n\nNomura Singapore Limited\n\n  \nSingapore\n  \n \n100\n \n\nNomura Securities Singapore Pte. Ltd.\n\n  \nSingapore\n  \n \n100\n \n\nNomura Australia Limited\n\n  \nAustralia\n  \n \n100\n \n\nNomura Asia Investment (Fixed Income) Pte. Ltd.\n\n  \nSingapore\n  \n \n100\n \n\nNomura Financial Advisory and Securities (India) Private Limited\n\n  \nIndia\n  \n \n100\n \n\nNomura Holding America Inc.\n\n  \nU.S.\n  \n \n100\n \n\nNomura Securities International, Inc.\n\n  \nU.S.\n  \n \n100\n \n\nNomura Corporate Research and Asset Management Inc.\n\n  \nU.S.\n  \n \n100\n \n\nNomura America Mortgage Finance, LLC\n\n  \nU.S.\n  \n \n100\n \n\nNomura Global Financial Products, Inc.\n\n  \nU.S.\n  \n \n100\n \n\nInstinet Incorporated\n\n  \nU.S.\n  \n \n100\n \n\nNomura Asset Management International Inc. (1)\n\n  \nU.S.\n  \n \n100\n \n\nDelaware Management Company (1)\n\n  \nU.S.\n  \n \n100\n \n\nNomura Europe Holdings plc\n\n  \nU.K.\n  \n \n100\n \n\nNomura International plc\n\n  \nU.K.\n  \n \n100\n \n\nNomura Bank International plc\n\n  \nU.K.\n  \n \n100\n \n\nNomura Financial Products Europe GmbH\n\n  \nGermany\n  \n \n100\n \n\nBanque Nomura France\n\n  \nFrance\n  \n \n100\n \n\nNomura Bank (Luxembourg) S.A.\n\n  \nLuxembourg\n  \n \n100\n \n\nNomura Bank (Switzerland) Ltd.\n\n  \nSwitzerland\n  \n \n100\n \n\nNomura Europe Finance N.V.\n\n  \nThe Netherlands\n  \n \n100\n \n\nNomura European Investment Limited\n\n  \nU.K.\n  \n \n100\n \n\nLaser Digital Group Holdings AG\n\n  \nSwitzerland\n  \n \n100\n \n\nNomura Asia Investment (India Powai) Pte. Ltd.\n\n  \nSingapore\n  \n \n100\n \n\nNomura Services India Private Limited\n\n  \nIndia\n  \n \n100\n \n\nNomura International Funding Pte. Ltd.\n\n  \nSingapore\n  \n \n100\n \n\nNomura Orient International Securities Co., Ltd.\n\n  \nChina\n  \n \n51\n \n\n \n\n \n\n(1)\n\nOn December 1, 2025, Nomura acquired all shares of the Macquarie’s U.S. and European public asset management business, including Macquarie Management Holdings Inc. (which changed its name to Nomura Asset Management International Inc. on the same date), and included such company and its consolidated subsidiaries (including Delaware Management Company, etc.) within the scope of consolidation as consolidated subsidiaries. See Note 10 “Business Combinations” in our consolidated financial statements included in this annual report for details regarding this acquisition.\n\nD. Property, Plants and Equipment.\n\nOur Properties\n\nAs of March 31, 2026, our principal head office is located in Tokyo, Japan and occupies 855,405 square feet of office space. Our other major offices in Japan are our Osaka branch office, which occupies 219,810 square feet, our Nagoya branch office, which occupies 89,157 square feet, and the head office of Nomura Asset Management Co., Ltd. in Tokyo, which occupies 128,715 square feet.\n\n \n\n62\n\n##### Table of Contents\n\nAs of March 31, 2026, our major offices outside Japan are the head offices of NIP located in London, which occupies 292,303 square feet, the New York head office of Nomura Securities International, Inc., which occupies 172,747 square feet, and the offices of Nomura International (Hong Kong) Limited located in Hong Kong, which occupies 83,506 square feet. We lease most of our overseas office space.\n\nAs of March 31, 2026, the major office of Nomura Services India Private Limited, our specialized service company in Mumbai, India, occupies 217,668 square feet.\n\nAs of March 31, 2026, the aggregate net book value of the land and buildings we owned was ¥117 billion, and the aggregate net book value of equipment we owned, including communications and data processing facilities, was ¥80 billion.\n\nAs of March 31, 2026, we plan to construct a new facility as follows:\n\n \n\nName\n\n \n\nLocation\n\n \n\nSegment\n\n \n\nNature of the plan\n\n \nEstimate of the\namount of\nexpenditures\n(Millions of\nyen)\n \n \nAmount of\nexpenditures\nalready paid\n(Millions of\nyen)\n \n \n\nMethod of\nfinancing\n\n \n\nDate of start of\nthe activity\n\n \n\nEstimated date of\ncompletion of the\nactivity\n\nNHI\n\n \n\nTokyo\n\n \n\nOther\n\n \nNihonbashi Nomura Mitsui Tower and Nihonbashi Nomura Building, Old Wing\n \n \n149,650\n \n \n \n37,986\n \n \nOwn funds and corporate bonds\n \n\nDecember 2021\n\n \n\nSeptember 2026"}