FORM 6-K

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

Commission File Number: 1-15270

For the month of July 2026

NOMURA HOLDINGS, INC.

(Translation of registrant’s name into English)

13-1, Nihonbashi 1-chome

Chuo-ku, Tokyo 103-8645

Japan

(Address of principal executive offices)

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

Form 20-F  X    Form 40-F    

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

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

 

On June 22, 2026, Nomura Holdings, Inc. filed its Annual Securities Report for the year ended March 31, 2026 with the Director of the Kanto Local Finance Bureau of the Ministry of Finance pursuant to the Financial Instruments and Exchange Act.

Information furnished on this form:

EXHIBITS

Exhibit Number

 

1.	English translation of certain items disclosed in the Annual Securities Report pursuant to the Financial Instruments and Exchange Act for the fiscal year ended March 31, 2026.

 

2.	English translation of Management’s Report on Internal Control over Financial Reporting and Confirmation Letter.

SIGNATURE

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

 

		NOMURA HOLDINGS, INC.
Date: July 17, 2026		By:		/s/ Akito Bato
				Akito Bato
				Senior Managing Director

EXHIBIT 1

Annual Securities Report Pursuant to the Financial Instruments and Exchange Act for the Fiscal Year Ended March 31, 2026

Table of Contents

 

		Page
PART I  Corporate Information			2
Item 1. Information on the Company and Its Subsidiaries and Affiliates			2
1. Selected Financial Data			2
2. History and Development of the Company and Its Subsidiaries and Affiliates
3. Business Overview			4
4. Subsidiaries and Affiliates
Item 2. Operating and Financial Review			5
1. Management Challenges and Strategies			5
2. View on Sustainability and Efforts			9
3. Risk Factors			18
4. Operating, Financial and Cash Flow Analyses by Management			33
5. Significant Contracts			70
6. Research and Development, Patent and Licenses, etc.
Item 3. Property, Plants and Equipment
1. Results of Capital Expenditure
2. Our Properties
3. Prospects of New Capital Expenditure, Abandonment and Other
Item 4. Company Information			71
1. Share Capital Information			71
2. Stock Repurchase			77
3. Dividend Policy			78
4. Status of Corporate Governance and Other*			79
5. Employees			129
Item 5. Financial Information			131
1. Consolidated Financial Statements and Other			132
2. Unconsolidated Financial Statements			272
Item 6. Information on Share Handling, etc.
Item 7. Reference Information
PART II  Information on Guarantor of the Company
Report of Independent Auditors			285

An English translation of the underlined items above is included in this document.

* Status of Directors and Senior Management in Item 4.4. Status of Corporate Governance and Other is not translated.

 

1

PART I Corporate Information

Item 1. Information on the Company and Its Subsidiaries and Affiliates

1. Selected Financial Data.

(1) Selected consolidated financial data for the latest five fiscal years.

 

Year ended March 31		2022				2023				2024				2025				2026
Total revenue (millions of yen)			1,593,999				2,486,726				4,157,294				4,736,743				4,758,486
Net revenue (millions of yen)			1,363,890				1,335,577				1,562,000				1,892,485				2,167,713
Income before income taxes (millions of yen)			226,623				149,474				273,850				471,964				539,821
Net income attributable to Nomura Holdings, Inc. (“NHI”) shareholders (millions of yen)			142,996				92,786				165,863				340,736				362,129
Comprehensive income attributable to NHI shareholders (millions of yen)			309,113				283,267				307,393				328,560				462,542
Total equity (millions of yen)			2,972,803				3,224,142				3,448,513				3,580,999				3,854,915
Total assets (millions of yen)			43,412,156				47,771,802				55,147,203				56,802,170				62,645,925
Shareholders’ equity per share (yen)			965.80				1,048.24				1,127.72				1,174.10				1,277.99
Net income attributable to NHI common shareholders per share—basic (yen)			46.68				30.86				54.97				115.30				123.08
Net income attributable to NHI common shareholders per share—diluted (yen)			45.23				29.74				52.69				111.03				118.99
Total NHI shareholders’ equity as a percentage of total assets (%)			6.7				6.6				6.1				6.1				5.9
Return on shareholders’ equity (%)			5.10				3.06				5.10				9.99				10.09
Price/earnings ratio (times)			11.04				16.52				17.78				7.88				9.78
Cash flows from operating activities (millions of yen)			(862,832	)			(694,820	)			132,640				(678,611	)			(842,960	)
Cash flows from investing activities (millions of yen)			(593,182	)			(233,225	)			(887,938	)			(848,647	)			(1,498,923	)
Cash flows from financing activities (millions of yen)			1,112,718				1,283,937				1,012,850				1,679,697				2,095,851
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of the year (millions of yen)			3,316,408				3,820,852				4,299,022				4,425,441				4,318,722
Number of staffs			26,585				26,775				26,850				27,242				28,677
[Average number of temporary staffs, excluded from above]			[4,339	]			[4,420	]			[4,234	]			[4,268	]			[4,105	]

1	The selected financial data of Nomura Holdings, Inc. and its consolidated subsidiaries (“Nomura”) were stated in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

2	Shareholders’ equity per share, Total NHI shareholders’ equity as a percentage of total assets, Return on shareholders’ equity are calculated using Total NHI shareholders’ equity.

 

3	Certain contract employees are included in Number of staffs.

 

2

(2)	Selected stand-alone financial data for the latest five fiscal years

 

Year ended March 31,		2022				2023				2024				2025				2026
Operating revenue (millions of yen)			355,487				472,321				557,326				665,643				704,491
Ordinary income (millions of yen)			114,577				121,963				83,720				140,679				161,379
Net income (loss) (millions of yen)			176,470				174,264				90,548				132,675				132,964
Common stock (millions of yen)			594,493				594,493				594,493				594,493				594,493
Number of issued shares (thousands of shares)			3,233,563				3,233,563				3,163,563				3,163,563				3,088,563
Shareholders’ equity (millions of yen)			2,546,193				2,578,102				2,540,897				2,576,011				2,482,323
Total assets (millions of yen)			8,985,161				9,514,679				10,626,780				11,082,445				11,992,174
Shareholders’ equity per share (yen)			843.62				858.21				855.20				871.28				855.47
Dividend per share (yen)			22.00				17.00				23.00				57.00				51.00
[Interim dividend per share](yen)			[8.00	]			[5.00	]			[8.00	]			[23.00	]			[27.00	]
Net income (loss) per share (yen)			57.60				57.95				30.01				44.89				45.19
Net income per share—diluted (yen)			55.86				55.95				28.79				43.26				43.72
Shareholders’ equity as a percentage of total assets (%)			28.3				27.1				23.9				23.2				20.7
Return on shareholders’ equity (%)			7.00				6.81				3.54				5.19				5.26
Price/earnings ratio (times)			9.22				9.11				33.96				20.99				27.54
Payout ratio (%)			37.98				29.30				75.85				127.00				111.95
Dividend on shareholders’ equity (%)			2.64				1.98				2.70				6.54				6.00
Number of staffs			187				167				185				177				204
[Average number of temporary staffs, excluded from above]			[—	]			[—	]			[—	]			[—	]			[—	]
Total Shareholder Return (%)			92.4				94.4				178.8				176.7				236.3
[Comparison index with the above : TOPIX Total Return Index]			[102.0	]			[107.9	]			[152.5	]			[150.2	]			[202.2	]
Highest stock price (yen)			614.8				573.9				1,006.0				1,080.0				1,506.5
Lowest stock price (yen)			460.3				464.3				476.7				656.8				672.0

1	The dividend per share for the fiscal year ended March 31, 2025 includes a commemorative dividend of 10 yen for the 100th anniversary of the company’s founding.

 

2	Number of staffs represents staffs who work at the Company.

 

3	Stock prices are quoted on the Tokyo Stock Exchange (First Section or Prime Market of the Tokyo Stock Exchange).

 

3

3. Business Overview.

The Company and its 1,554 consolidated subsidiaries and variable interest entities primarily operate investment and financial services business focusing on securities business as their core business. Nomura provides wide-ranging services to customers for both of financing and investment through the operations in Japan and other major financial capital markets in the world. Such services include securities trading and brokerage, underwriting and distribution, arrangement of public offering and secondary distribution, arrangement of private placement, principal investment, asset management, banking, and other securities and financial business. There are also 15 companies accounted for under the equity method as of March 31, 2026.

The reporting of the business operations and results of the Company and its consolidated subsidiaries are based on business segments referred in Note 23 “Segment and geographic information” in our consolidated financial statements included in this annual report. Please refer to the table below in the organizational structure listing the main companies by business segments.

Organizational Structure

The following table lists Nomura Holdings, Inc. and its significant subsidiaries and affiliates by business segments.

Nomura Holdings, Inc.

Wealth Management Division

(Domestic)

Nomura Securities Co., Ltd. and others

Investment Management Division

(Domestic)

Nomura Asset Management Co., Ltd.

(Overseas)

Nomura Asset Management International Inc.

Delaware Management Company and others

Wholesale Division

(Domestic)

Nomura Securities Co., Ltd.

Nomura Financial Products & Services, Inc.

Nomura Asia Pacific Holdings Co., Ltd. and others

(Overseas)

Nomura Holding America Inc.

Nomura Securities International, Inc.

Nomura America Mortgage Finance, LLC

Instinet, Incorporated

Nomura Europe Holdings plc

Nomura International plc

Nomura International (Hong Kong) Limited

Nomura Singapore Limited and others

Banking Division

(Domestic)

The Nomura Trust & Banking Co., Ltd. and others

Others

(Domestic)

Nomura Properties, Inc.

Nomura Global Finance Co., Ltd.

Nomura Research Institute, Ltd.⁽¹⁾

Nomura Real Estate Holdings, Inc.⁽¹⁾

(Overseas)

Nomura International Funding Pte. Ltd. and others

 

(1)

Affiliates

 

4

Item 2. Operating and Financial Review

1. Management Challenges and Strategies

All matters relating to the future in the sections below are based on the current views as of the date of filing this Securities Report.

(1) Fundamental Management Policy

1. Fundamental Management Policy

In Fundamental Management Policy formulated by the Board of Directors, our company has set the following Management Vision and Basic Vision of Group Management.

Fundamental Management Policy of Nomura Holdings, Inc.

 

(Management Vision)

Nomura 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.

As 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.

To enhance its corporate value, the Company utilizes return on equity (“ROE”) as a management indicator and will strive for sustainable business transformation.

(Basic Vision of Group Management)

(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.

(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.

(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.

(4) Nomura Group seeks to ensure effective management oversight and increase management transparency.

(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.

2. Purpose

Nomura 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:

 

Purpose

We aspire to create a better world by harnessing the power of financial markets

Since 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.

3. Management Vision

In 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.

 

5

(2) Business Environment

During the year ended March 31, 2026, while the global economy as a whole remained on a recovery track, major sources of market volatility affecting Nomura included U.S. tariff policy; a mix of optimism and concern surrounding the AI-related sector; political events in Japan; and geopolitical developments such as the situation involving Iran.

On April 2, 2025, the U.S. government announced the planned imposition of “reciprocal tariffs” targeting countries worldwide, triggering a sharp global equity sell-off and heightening concerns over a potential shift away from dollar-denominated assets. However, the following week a “90-day suspension” of the measures was announced, and markets turned to a V-shaped recovery. AI-related stocks in particular led the U.S. equity market through summer 2025, while from early autumn 2025 signs of caution about overheating also began to emerge. In the foreign exchange market, the yen appreciated to ¥140 per U.S. dollar in April 2025 amid wariness of U.S. tariff policy, but thereafter weakened; since January 2026, despite heightened volatility, the exchange rate has generally remained within the ¥152–161 range.

In Japan, Prime Minister Ishiba announced his resignation in September 2025, and in October 2025, the Takaichi cabinet was formed following the presidential election of the Liberal Democratic Party (“LDP”). As the new government advocated “responsible proactive fiscal policy,” Japan saw a stronger trend towards rising stock prices, higher interest rates and a weaker yen. Prime Minister Takaichi further dissolved the House of Representatives in January 2026. In the general election held in February, the LDP won more than two-thirds of the seats on its own, attracting attention from overseas investors. Although the impact of tariffs became visible in certain industries, Japanese equities overall continued an upward trend as companies managed to secure profit growth, repeatedly setting new record highs; in October 2025, the Nikkei Stock Average surpassed ¥50,000. The index has remained at a high level in the ¥58,000–71,000 range since mid-April 2026.

With respect to monetary policy, the U.S. economy showed signs of a modest slowdown in employment, and the Federal Reserve announced rate cuts in each of September, October, and December 2025. In Japan, after confirming in its view that the impact of the U.S.-imposed tariffs was not significant, the Bank of Japan decided in December 2025 to raise interest rates for the first time since January 2025. Japan’s 10-year government bond yield strengthened its upward trend—surpassing 2% in December 2025—as markets priced in Japan’s exit from deflation and the continuation of rate hikes that would accompany it. Furthermore, since the end of February 2026, crude oil prices have risen sharply due to heightened instability in the Middle East, and, affected by this development, the yield on 10-year Japanese government bonds also rose, reaching 2.5% from the end of March through April and rising to 2.8% on May 18.

On the geopolitical front, events such as the Israeli and U.S. airstrikes on Iranian nuclear facilities in June 2025; U.S. military action in Venezuela in January 2026 (resulting in the capture of the Venezuelan President); and Israeli and U.S. airstrikes on Iran commencing in February 2026 (resulting in the death of the Iranian Supreme Leader) have contributed to market instability.

(3) Management Challenges and Strategies

Our 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.

1. Medium-to Long-term Priority Issues

We 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.

Our 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.”

We 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.

 

6

2. Issues in Each Division

The challenges and strategies in each division are as follows:

 

•

Wealth Management Division

As 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.

 

•

Investment Management Division

Our 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.

In 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.

 

•

Wholesale Division

Our 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.

 

7

Global 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.

Investment 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.

 

•

Banking Division

Amid 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.

The 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.

Going forward, we will continue to pursue our strategy focused on three pillars: client interaction, products and services, and systems.

 

•

Risk Management and Compliance, etc.

We 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.

We 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.

With 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.

So 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.

By 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.

 

8

2. View on Sustainability and Efforts

(1) Nomura’s Approach to Sustainability (Strategy)

Since 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.

Nomura 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.”

 

•

Activities to support stakeholders through the pursuit of business

As 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.

We 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.

 

•

Activities to ensure that Nomura itself and society are sustainable

Nomura recognizes that addressing environmental issues and improving financial literacy in Japan are among the essential elements in the realization of a sustainable society.

Nomura 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.

Nomura 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.

Furthermore, 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.

Nomura 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.

To 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 “(5) Human Capital Initiatives.”)

(2) Nomura’s Sustainability-Related Governance

As 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.

 

9

① Board of Directors

The “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 Nomura Group’s Materiality and the disclosure of sustainability-related information.

② Sustainability Committee

NHI 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 Nomura Group’s Materiality, initiatives toward net zero and the establishment of the Green Bond Framework for Financing the Nihonbashi New Headquarters.

③ Sustainability Forum

In 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.

(3) Nomura’s Risk Management on Sustainability

 

•

ESG Risk Management Approach

Nomura 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).

 

•

Risk Management Associated with Climate Change

There 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.

At 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.

(4) Metrics and Targets

Nomura Group uses metrics related to GHG emissions to measure and manage the risks and opportunities associated with climate change, with the approval of the Sustainability Committee, as well as to steadily implement initiatives to align with the Paris Agreement and achieve net zero. The progress is also reported regularly to the Board of Directors. The result for each metric for the year ended March 2026 will be disclosed in the “Nomura Sustainability Report (tentative title),” and the integrated report scheduled to be issued in summer 2026.

 

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#		Metrics		Target		Results (FY2023/24)		Results (FY2024/25)
1		GHG emissions from its own operations (Scopes 1 and 2) (*1)		Net Zero by FY2030/31		Scope 1: 2,423 t-CO2e Scope 2: 19,504 t-CO2e		Scope 1: 2,513 t-CO2e Scope 2: 17,488 t-CO2e
2		GHG emissions from its lending and investment portfolios (Scope 3, Category 15)		Net Zero by FY2050/51		Power generation sector GHG emissions: 4,516 kt CO2e Economic emission intensity: 2,477 t-CO2e/$m   (As of the end of March 2024)		Power generation sector GHG emissions: 1,754 kt CO2e Economic emission intensity: 1,069 t-CO2e/$m   (As of the end of March 2025)
3		Sustainable financing (*2)		US$125bn in sustainable financing over the five-year period from April 2021 to March 2026		US$28.5 bn		US$21.5 bn

 

(*1)

Scope 2 emissions are calculated using the market-based method based on the GHG Protocol. The market-based method is a method of calculating Scope 2 emissions reflecting companies’ electricity contract. As the emission factor is based on the contractual terms, if a company purchases low-carbon electricity, such as from renewable energy sources, the effect can be reflected.

 

(*2)	This target includes financing transactions involving publicly and privately offered equity, bonds and mezzanine debt, as well as infrastructure project finance transactions. The cumulative amount from the year ended March 31, 2022 to the year ended March 31, 2025 was US$96.5 bn.

(Factors considered in each goal setting)

 

•

Regarding the GHG emissions from its own operations, targets are set based on comprehensive consideration of the results of energy conservation efforts, the spread of renewable energy, and the ratio of installed renewable energy.

 

•

Regarding the GHG emissions from its lending and investment portfolios, targets are set by referring to the International Energy Agency’s NZE scenarios and the emission factor database provided by PCAF.

 

•

Regarding the Sustainable financing, target is set by referring to the assumed market size of sustainable finance provided by external vendors.

(5) Human Capital Initiatives

① Nomura’s Human Capital Management and Management Strategy

Nomura 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.

To 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, mobility 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.

Nomura has set forth its management vision and targets for fiscal year 2030 and is working on multiple priority themes to achieve them (See Item 2. “Operating and Financial Review 1. 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.

Accordingly, 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.

 

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② Nomura’s Talent Management Cycle

With 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.

a. Recruitment

Our 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 management. 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.

We 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.

Furthermore, 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.

b. Talent Development

Under the Basic Policy of Talent Development listed below, we are committed to developing our talent.

<Basic Policy of Talent Development>

In 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.

We 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.

 

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We 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.

c. Performance Appraisal

To 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.

We 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⁾.

 

(1)	Evaluation of Ethics, Risk Management, Compliance and Conduct.

d. Mobility and Advancement

We 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.

Additionally, 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.

③ Fostering a Sound Corporate Culture

We 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.

a. Code of Conduct

We 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.

b. Inclusion

We 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.

 

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Starting 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.

At 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 childcare 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.

In 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.

c. Well-being

We 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.

We 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:

 

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(Indicators and Targets)

 

Indicators		Measurements (4)												Targets (4) (Year ending March 31, 2030)
		Year ended March 31, 2024				Year ended March 31, 2025				Year ended March 31, 2026
Absenteeism (millions of yen) (1)			794.7				759.7				705.4				—
Presenteeism (%) (2)			16.4				17.9				16.8				15
Work Engagement (3)			53.3				53.7				53.5				55

1

Absenteeism: 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. While our objective is to reduce this by promoting well-being initiatives, it is also essential to establish an environment where employees can easily take leave when experiencing health issues. Therefore, at this stage, we will refrain from setting specific targets and will instead focus on careful monitoring.

 

2

Presenteeism: 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), a measurement scale developed by the University of Tokyo. Specifically, it is determined by averaging the responses obtained from the health awareness survey and subtracting this average from 100%.

 

3	Work 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.

 

4	The Target figures are for the Nomura Group, and the Measurement figures are for NSC, our major consolidated subsidiary.

For 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.

 

15

We 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.

④ Governance Related to Human Capital

As 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.

At 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.

On 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 4. “Company Information 4. Status of Corporate Governance and Other (4) Compensation for Statutory Officers 1. 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.

⑤ Risk Management Related to Human Capital

Nomura 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:

 

•

Risks related to personnel and workplace environments, such as discrimination and harassment, and violations of laws and regulations in each region

 

•

Business operation risks arising from talent acquisition or development not progressing as expected

 

•

Risks of profit pressure due to increased spending related to talent acquisition

 

•

Risks that talent development and corporate culture building will take longer than expected

(For details, please see Item 2. “3. Risk Factors 22.”)

To 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.

⑥ Indicators and Targets

Nomura views PBR (price-to-book ratio) as comprising three components: ROE, shareholders’ equity cost and expected growth rate (for details, please see Item 2. “Operating and Financial Review 1.Management Challenges and Strategies”)

Based 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.

 

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(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.

 

		Metric		FY2025		FY2026		Target
Value Creation		Labor productivity*1 (revenue / number of employees)		¥ 69.5 million		¥ 75.6 million		—
Stability and Resilience		Ratio of outside directors*3		67%		64% (Note 1)		—
		Ratio of foreign directors*3		33%		27% (Note 1)		—
		Ratio of female directors*3		25%		27% (Note 1)		—
		Disability employment rate*2		2.54%		2.71%		2.70% (Note 2)
		Ratio of female managers*1		22.4%		23.8%		30% (Note 3)
		Ratio of female branch managers*4		10.3%		10.3%		10% (Note 4)
		Ratio of mid-career hiring*4		61.9%		58.6%		—
		Turnover rate*1 (Note 5)		6.5%		6.3%		—
		Paid leave utilization rate*4		71.6%		73.2%		70%
		Ratio of male employees’ childcare leave and related leave*4		100.0%		94.8%		100.0%
Well Growing		Strengthening Sustainable Growth Training hours per employee*1		15.5 hours		14.4 hours		—
		Training expenses per employee*1		¥133,333		¥ 113,805		—
		Number of employees learned at Digital IQ University*1		Approx. 5,000		Approx. 5,500		—
		Number of employees transferred through the internal job posting system*1		180		188		—

 

Scope:

*1 the Company and its consolidated subsidiaries; *2 the Company and its domestic subsidiaries; *3 the Company; *4 Nomura Securities Co., Ltd.

 

1	Structure after the June 2026 shareholders’ meeting.

 

2	New statutory employment rate under the revised Act on Employment Promotion of Persons with Disabilities in July 2026.

 

3	The target period for the proportion of female managers is through the year ending March 31, 2031.

 

4	Action 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.

 

5	Voluntary turnover rate.

 

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3. Risk Factors

You should carefully consider the risks described below before making an investment decision. If any of the risks described below actually occur, our business, financial condition, results of operations or cash flows could be adversely affected. In that event, the trading prices of securities of NHI could decline, and you may lose all or part of your investment. In addition to the risks listed below, risks not currently known to us or that we now deem immaterial may also harm us and affect your investment.

INDEX

● Risks Relating to the Business Environment

 

1	Our business may be materially affected by financial markets, economic conditions and market fluctuations in Japan and elsewhere around the world, including the ones caused by geopolitical events

 

(1)

Governmental fiscal and monetary policy changes in Japan, or in any other countries or regions where we conduct business may affect our business, financial condition and results of operations

 

(2)

Extended market declines and decreases in market participants can reduce liquidity and lead to material losses

 

(3)

Natural disasters, geopolitical events and infectious diseases could adversely affect our business

 

2	The financial services industry faces intense competition

 

(1)

Competition with other financial firms and financial services by non-financial companies is increasing

 

(2)

Increased consolidation and reorganization, business alliance and cooperation in the financial services industry mean increased competition for us

 

(3)

Strategic alliances and investments and the launching of new businesses may subject us to significant impact

 

(4)

Our global business continues to face intense competition and may require further revisions of our business model

 

3	Event risk, including the ones caused by geopolitical events, may cause losses in our trading and investment assets as well as market and liquidity risk

 

4	Sustainability factors including climate change and broader associated policy changes in each jurisdiction could adversely affect our business

● Risks Relating to Our Businesses

 

5	Our business may incur losses due to various factors in the conduct of its operations

 

(1)

We may incur significant losses from our trading and investment activities

 

(2)

Holding large and concentrated positions of securities and other assets may expose us to significant losses

 

(3)

Our hedging strategies may not prevent losses

 

(4)

Our risk management policies and procedures may not be fully effective in managing risks

 

(5)

Market risk may increase other risks that we face

 

(6)

Our brokerage and asset management revenues may decline

 

(7)

Our investment banking revenues may decline

 

6	We may be exposed to losses when third parties do not perform their obligations to us

 

(1)

Defaults by a large financial institution could adversely affect the financial markets generally and us specifically

 

(2)

There can be no assurance as to the accuracy of the information about our credit risk, or the sufficiency of the collateral we use in managing it

 

(3)

Our clients and counterparties may be unable to perform their obligations to us as a result of political or economic conditions

 

7	We are exposed to model risk, i.e., risk of financial loss, incorrect decision making, or damage to our credibility arising from model errors or incorrect or inappropriate model application

 

8	NHI is a holding company and depends on payments from its subsidiaries

 

9	We may not be able to realize gains we expect, and may even suffer losses, on our investments in equity securities and non-trading debt securities

 

10	We may face an outflow of clients’ assets due to losses incurred within cash reserve funds or debt securities we offer to clients

 

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● Risks Relating to Our Financial Position

 

11	We may have to recognize impairment losses with regard to the amount of goodwill, tangible assets and intangible assets recognized on our consolidated balance sheets

 

12	Liquidity risk could impair our ability to fund operations and jeopardize our financial condition

 

(1)

We may be unable to access unsecured or secured funding

 

(2)

We may be unable to sell assets

 

(3)

Lowering of our credit ratings could impact our funding

 

13	Equity investments in affiliates and other investees accounted for under the equity method in our consolidated financial statements may decline significantly over a period of time and result in us recognizing impairment losses

● Risks Relating to Legal, Compliance and Other Operational Issues

 

14	Operational risk could adversely affect our business

 

15	Reputational risk could adversely affect our business

 

16	We may identify a material weakness in our internal control over financial reporting, indicating that our internal control over financial reporting may not be effective

 

17	Misconduct, fraud or other criminal activity by an employee, director or officer, or any third—party, could occur, and our reputation in the market and our relationships with clients could be harmed

 

18	A failure to identify and appropriately address conflicts of interest could adversely affect our business

 

19	Our business is subject to substantial legal and regulatory risks

 

(1)

Legal liability related to our business may occur and could adversely affect our business, financial condition and results of operations

 

(2)

Extensive regulation of our businesses limits our activities and may subject us to significant penalties and losses

 

(3)

Tightening of regulations applicable to the financial system and financial industry could adversely affect our business, financial condition and results of operations

 

(4)

Deferred tax assets may be impacted due to a change in business condition or in laws and regulations, resulting in an adverse effect on our operating results and financial condition

 

(5)

Defects in our anti-money laundering and counter-terrorism financing measures could have serious consequences, such as administrative penalties or punitive fines

 

20	Unauthorized disclosure or misuse of personal information held by us may adversely affect our business

 

21	System failure, information leakage and cost of maintaining sufficient cybersecurity could adversely affect our business, financial condition and results of operations

 

22	Our business may be adversely affected if we are unable to hire, retain and develop qualified personnel

 

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● Risks Relating to the Business Environment

1. Our business may be materially affected by financial markets, economic conditions and market fluctuations in Japan and elsewhere around the world, including the ones caused by geopolitical events

Our business and revenues may be affected by any adverse changes or volatility in the Japanese and global economic environments and financial markets. In addition to purely economic factors, events such as military disputes, acts of terrorism, economic or political sanctions, pandemics, natural disasters and other actual or anticipated geopolitical risks and geopolitical events could have an effect on the financial markets and economies of each country. If any adverse events including those discussed above were to occur, a market or economic downturn may last for a long period of time, which could adversely affect our business and business continuity readiness, and could result in us incurring substantial losses. In addition to conditions in financial markets, social conditions such as the long-term trends of population aging and population decline faced by Japan are expected to continue to put downward pressure on demand in the businesses in which we operate. The following are certain risks related to the financial markets and economic conditions for our specific businesses.

(1) Governmental fiscal and monetary policy changes in Japan, or in any other countries or regions where we conduct business may affect our business, financial condition and results of operations

We engage in our business globally through domestic and international offices. Governmental fiscal, monetary and other policy changes in Japan, or in any other countries or regions where we conduct business, may affect our business, financial condition and results of operations. In particular, any changes to the monetary policy of the Bank of Japan or central banks in major economies worldwide, which could potentially lead to volatility in interest rates or yields, may negatively affect our ability to provide asset management products to our clients as well as our trading and investment activities or lead to increased interest expenses. In 2025, following the Bank of Japan’s policy rate hikes in both January and December, Japan’s 10-year government bond yield rose by approximately 1 percentage point over the course of the year. In addition, around the February 2026 Japanese House of Representatives election, there were periods of volatility in the Japanese government bond market as major political parties broadly campaigned on lowering the consumption tax rate, and, in April 2026, Japanese government bonds reached their highest yields in nearly 30 years following the collapse of peace talks between the U.S. and Iran. Uncertainty surrounding fiscal policy under the current U.S. administration is also a factor that has contributed to, and may continue to contribute to, increased market volatility.

(2) Extended market declines and decreases in market participants can reduce liquidity and lead to material losses

Extended market declines can reduce the level of market activity and the liquidity of the assets traded in those markets in which we operate. Market liquidity may also be affected by decreases in market participants, for example, if financial institutions scale back market-related businesses due to increasing regulation or other reasons. As a result, it may be difficult for us to sell, hedge or value such assets. In the event that a market is unable to price such assets, it will be difficult to estimate their values. If we cannot properly close out or hedge our associated positions in a timely manner or in full, particularly with respect to Over-The-Counter (“OTC”) derivatives, we may incur substantial losses. Further, if the liquidity of a market significantly decreases and the market becomes unable to price financial instruments held by us, this could lead to unanticipated losses.

We have established a risk management system that measures these market risk and liquidity risk on a daily basis and takes immediate actions if the pre-set limits are exceeded.

(3) Natural disasters, geopolitical events and infectious diseases could adversely affect our business

Unexpected events such as natural disasters, geopolitical events or infectious diseases could exceed the assumptions of our event response preparation and framework, and we may not always be able to respond to every situation. As a result, our officers and employees may become unable to perform their duties, and our facilities, systems, or communication networks may not function, adversely affecting our business continuity management. In particular, Japan, where Nomura has its group head office, is prone to natural disasters such as earthquakes and tsunamis; if a large-scale earthquake or other natural disasters were to occur in regions where our main offices are concentrated, it could have a serious impact on our ability to carry out business operations, our financial condition and our business performance. Geopolitical events include cases such as armed conflict or heightened military tensions, acts of terrorism, political instability, and trade fragmentation.

To prepare for these risks, we have developed a business continuity plan for addressing unexpected situations and conduct crisis management exercises including employee notification tests. This includes the establishment of an emergency command center if any unforeseen situation should arise, to ensure the safety of our officers, employees and others, prevent the expansion of damages, and maintain our business continuity readiness. We also continue to ensure that we can maintain operational resilience (which refers to the ability to continue to provide important business services at a minimum level that should be maintained in the event of a system failure, cyberattack or natural disaster).

 

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2. The financial services industry faces intense competition

Our businesses are intensely competitive, and are expected to remain so. We compete on the basis of a number of factors, including transaction execution capability, our products and services, innovation, reputation and price. We continue to experience intense price competition, particularly in brokerage, investment banking and other businesses.

(1) Competition with other financial firms and financial services by non-financial companies is increasing

We face intense competition in the financial services sector from a wide variety of competitors. We compete with other independent securities firms as well as securities firms affiliated with commercial banks and with firms that have broad footprints across regions. As a result, our market shares and commissions earned in the sales and trading, investment banking and Wealth Management businesses in particular have been affected. We face intense competition beyond the traditional financial sector based on the increasing digitalization of the industry, not only with the rise of online securities firms but also FinTech companies and the entry of non-financial companies into the financial services sector. Moreover, the competitive environment has begun to change due to shifts in service models driven by the use of AI technology. In order to address such changes in the competitive landscape, we continue to adopt and transform our business models through various measures. However, these measures may not be successful in growing or maintaining our market share in this increasingly fierce competitive environment, and we may lose business or transactions to our competitors, harming our business and results of operations.

(2) Increased consolidation and reorganization, business alliance and cooperation in the financial services industry mean increased competition for us

There has been substantial consolidation and convergence among companies in the financial services industry. In particular, a number of large commercial banks and other broad-based large financial services groups have established or acquired broker-dealers or have consolidated with other financial institutions. These large financial services groups have developed business linkage within their respective groups in order to provide comprehensive financial services to clients, offering a wide range of products, including loans, deposit-taking, insurance, brokerage, asset management and investment banking services within their group, which may enhance their competitive position compared with us. They also have the ability to supplement their investment banking and brokerage businesses with commercial banking and other financial services revenues in an effort to gain market share. In addition, the financial services industry has seen collaboration beyond the borders of businesses and industries, such as alliances between commercial banks and securities companies outside of the framework of existing corporate groups and recent alliances with non-financial companies including emerging companies. Our competitiveness may be adversely affected if our competitors are able to expand their businesses and improve their profitability through such business alliances.

(3) Strategic alliances and investments and the launching of new businesses may subject us to significant impact

We may seek to grow our business from time to time through strategic alliances, investments such as acquisitions or minority investments and launch new businesses. However, if the sourcing, evaluation, development and implementation of these business strategies do not proceed as expected because of regulatory issues or otherwise, we may not be able to grow our business, maintain or improve our competitive position, achieve the expected synergies and other benefits or recoup related investments, and we may experience competition from other institutions for a limited number of attractive investment and alliance opportunities. These new strategic alliances, investments and business initiatives may also subject us to increased risk as we engage in new activities, transact with a broader array of clients and counterparties and expose ourselves to new asset classes and new markets.

(4) Our global business continues to face intense competition and may require further revisions of our business model

We continue to believe there are significant opportunities in the international markets, but there is also significant competition associated with such opportunities. In order to take advantage of these opportunities, we will have to compete successfully with financial services firms based in important non-Japanese markets, including the U.S., Europe and Asia. We have been working to strengthen our global business platform, under which we aim to transform our business portfolio and pivot towards client businesses and growth areas, both organically and inorganically. The sale of stake of Capital Nomura Securities Public Company Limited in 2023 and the acquisition of all equity interests in Macquarie Management Holdings, Inc., Macquarie Investment Management Holdings (Luxembourg) S.à r.l., and Macquarie Investment Management Holdings (Austria) GmbH in 2025 (the “Macquarie Acquisition”) are recent examples of transforming our business platform. We will continue to review our entire business portfolio while looking at the competitive environment, and intend to implement our strategies in consideration of potential risks. However, the risk remains that we may be required to incur greater costs and expenses than we expect, or to commit greater financial, management and other resources to the strategies than we expect, which could adversely affect our business and results of operations. Moreover, the assumptions and expectations upon which these strategies are based may not be accurate, which could lead to us realizing fewer benefits or synergies than we expect or could even harm our business and results of operations. Furthermore, to the extent we reduce compensation or headcount as part of this strategy, our ability to attract and retain the employees needed to successfully run our businesses could be adversely affected. We may also be unsuccessful in designing a streamlined management structure, which could harm our ability to properly control or supervise our many businesses across the world.

 

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3. Event risk, including the ones caused by geopolitical events, may cause losses in our trading and investment assets as well as market and liquidity risk

Event risk refers to potential losses we may suffer through unpredictable events that cause large unexpected market price movements such as natural or man-made disasters, epidemics, acts of terrorism, military disputes or political instability, as well as adverse events specifically affecting our business activities or counterparties. These events include significant events such as the COVID-19 pandemic in 2020, the invasion of Ukraine by the Russian Federation in 2022, and the geopolitical tensions in the Middle East, as well as sudden, unforeseen changes in trade and security policies resulting from decisions by the U.S. administration or otherwise. More specifically, they include the following types of events that could cause losses in our trading and investment assets:

 

•

sudden and significant reductions in credit ratings with regard to financial instruments held by our trading and investment businesses by major rating agencies,

 

•

sudden changes in trading, tax, accounting, regulatory requirements, laws and other related rules which may make our trading strategy obsolete, less competitive or no longer viable, or

 

•

an unexpected failure in a corporate transaction in which we participate resulting in us not receiving the consideration we should have received, as well as bankruptcy, deliberate acts of fraud, and administrative penalties with respect to the issuers of our trading and investment assets.

4. Sustainability factors including climate change and broader associated policy changes in each jurisdiction could adversely affect our business

We consider climate change one of the most important global challenges facing society. The direct impact of climate change (physical risk), and the resulting changes in the business environment (transition risk) could cause us to incur losses.

In addition, as a global financial institution, we provide a wide range of solutions that address environmental and social issues. However, amid rapidly changing circumstances around sustainability, there may be cases where we are deemed to lack sufficient focus on sustainability matters such as the environment or human rights in our business activities, and we may not be able to provide adequate support to clients pursuing decarbonization or other sustainability-related initiatives. Furthermore, regulatory and market expectations in each country continue to evolve rapidly and generate conflicting views and approaches. As a result, there may be cases where our disclosure of sustainability-related information or our compliance with regulations is insufficient, or where it is perceived as such, or conversely, our efforts toward sustainability, including participation in voluntary initiatives, may be perceived negatively by some stakeholders, potentially resulting in litigation, regulatory action or administrative penalties. In such cases, there is a possibility that our reputation, results of operations and financial condition may be adversely affected.

 

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● Risks Relating to Our Businesses

5. Our business may incur losses due to various factors in the conduct of its operations

(1) We may incur significant losses from our trading and investment activities

We maintain trading and investment positions in fixed income, equity and other markets, both for the purpose of facilitating our clients’ trades and for proprietary purposes. Our positions consist of various types of assets, such as interest rates, currency, credit, securitized products and equities, including securities, derivatives, repurchase agreements as well as loan transactions. Fluctuations in the markets where these assets are traded can adversely affect the value of our positions. Although we continue to mitigate these position risks with a variety of hedging techniques, we may incur losses if the value of these assets fluctuates significantly or if the financial system is overly stressed and the markets move in a way we have not anticipated. In addition, prices of crypto-assets may fluctuate significantly due to various factors such as developments in the industry or in regulation of crypto assets.

Our businesses have been, and may continue to be, affected by changes in market volatility levels. Certain of our trading businesses such as those engaged in trading and arbitrage opportunities depend on market volatility to generate revenues. Lower volatility may lead to a decrease in business opportunities which may affect the results of operations of these businesses. On the other hand, while higher volatility can increase trading volumes, it also increases risk as measured by Value-at-Risk (“VaR”). Higher volatility and wider bid offer spreads may expose us to higher risks in connection with our market-making and proprietary trading businesses and can also cause us to reduce the outstanding positions or size of these businesses where we consider necessary.

We also commit capital to take relatively large positions in connection with our underwriting or warehousing assets to facilitate certain capital market transactions. Furthermore, we structure and take positions in pilot funds for developing financial investment products and invest seed money to set up and support financial investment products. We may incur significant losses from these positions in the event of significant market fluctuations.

In addition, if we are the party providing collateral in a transaction, significant declines in the value of the collateral or a requirement to provide additional collateral due to a decline in our creditworthiness (by way of a lowered credit rating or otherwise) can increase our costs and reduce our profitability. On the other hand, if we are the party receiving collateral from our clients and counterparties, such declines may also affect our profitability due to a decrease in client transactions. See also “—Risks Relating to Our Financial Position—12. Liquidity risk could impair our ability to fund operations and jeopardize our financial condition—(3) Lowering of our credit ratings could impact our funding.”

(2) Holding large and concentrated positions of securities and other assets may expose us to significant losses

We regularly hold large and concentrated positions of certain securities in our businesses such as market-making, block trading, underwriting, asset securitization, prime brokerage, or providing business solutions to meet our clients’ needs. We have committed substantial amounts of capital to these businesses. This often requires us to take large positions in the securities of a particular issuer or issuers in a particular industry, country or region. Fluctuations in the prices of these positions can significantly affect the prices at which we are able to liquidate them when needed, resulting in us incurring significant trading losses. We generally have higher exposure to counterparties engaged in financial services businesses, including commercial banks, broker-dealers, clearing houses, exchanges and investment companies.

(3) Our hedging strategies may not prevent losses

We use a variety of financial instruments and strategies to hedge our exposure to financial risks arising from the financial instruments we enter into for our clients or for proprietary purposes. If our hedging strategies are not effective, we may incur losses. We do not necessarily hedge every risk and base many of our hedging strategies on historical trading patterns and correlations. For example, if we hold an asset, we may hedge this position by taking a position in another asset which has, historically, moved in a direction that would offset a change in value of the former asset. However, historical trading patterns and correlations may not continue, as seen in the case of past financial crises, and hedging strategies aimed at certain specific risks may not be fully effective in mitigating our risk exposure because we are exposed to all types of risk in a variety of market environments. Moreover, not all hedging strategies are effective, and certain strategies may, if the risk is not otherwise appropriately managed, increase our risk.

 

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(4) Our risk management policies and procedures may not be fully effective in managing risks

Our policies and procedures to identify, monitor and manage risks may not be fully effective. Although some of our methods of managing risk are based upon observed historical market data, future movements in the financial markets may not be the same as was observed in the past. As a result, we may suffer significant losses through unexpected future risk exposures. Other risk management methods that we use also rely on our evaluation of information regarding markets, clients or other matters, which is publicly available or otherwise accessible by us. This information may not be accurate, complete, up-to-date or properly evaluated, and we may be unable to properly assess our risks, and thereby suffer large losses. Furthermore, certain factors, such as market volatility, may render our risk evaluation model unsuitable for a new market environment. In such event, we may be unable to evaluate or otherwise manage our risks adequately. Moreover, regardless of how well policies and procedures are designed, they must be properly implemented and followed in order to be effective, which may not always occur despite our diligent efforts. Further, potential weaknesses in our organizational structures and governance frameworks may lead to misunderstanding roles and responsibilities.

(5) Market risk may increase other risks that we face

In addition to the potentially adverse effects on our businesses described above, market risk could exacerbate other risks that we face. For example, the risks inherent in financial instruments developed through financial engineering and innovation may be increased by market risk.

Also, if we incur significant trading losses caused by our exposure to market risk, our need for liquidity could rise sharply while our access to cash may be impaired as a result of market perception of our credit risk.

Furthermore, in a downturn in the market overall or for specific securities, our clients and counterparties could incur significant losses or experience other adverse events of their own, thereby weakening their financial condition and, as a result, increasing the credit risk they pose to us.

(6) Our brokerage and asset management revenues may decline

A market downturn could result in a decline in the revenues generated by our brokerage business because of a decline in the volume and value of securities that we broker for our clients. Also, in recent years, our asset management business has been growing in importance, both organically and through acquisitions such as the Macquarie Acquisition, and further growth of this platform is one of the priorities of our growth strategy. However, we may be unable to achieve the benefits of this strategy overall, or of the Macquarie Acquisition in particular. Moreover, the asset management business is subject to market downturns. Within our asset management business, in most cases, we charge fees for managing our clients’ portfolios that are based on the market value of their portfolios. A market downturn that reduces the market value of our clients’ portfolios would reduce the revenue we receive from these businesses and might increase the number of withdrawals or reduce the number of new investments in these portfolios. Also, any changes in our clients’ investment preference on their asset portfolios, including shifting investment assets to deposits which are stable assets and passive funds which generate lower fee revenue, may also result in a decline in our revenues.

(7) Our investment banking revenues may decline

Changes in financial or economic conditions would likely affect the number and size of transactions for which we provide securities underwriting, financial advisory and other investment banking services. Our investment banking revenues, which include fees from these services, are directly related to the number and size of the transactions in which we participate and would therefore decrease if there are financial and market changes unfavorable to our investment banking business and our clients.

 

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6. We may be exposed to losses when third parties do not perform their obligations to us

Our counterparties are from time to time indebted or otherwise owe certain obligations (such as with regard to the posting of collateral) to us as a result of transactions or contracts, including loans, commitments to lend, other contingent liabilities and derivative transactions. We may incur material losses when our counterparties default or fail to perform on their obligations to us due to their filing for bankruptcy, a deterioration in their creditworthiness, lack of liquidity, operational failure, an economic or political event, repudiation of the transaction or for other reasons. In the year ended March 31, 2024, the Company recorded a loss of approximately ¥14 billion due to a failure to settle transactions between a subsidiary of the Company and a broker in the U.K. Although we establish and maintain allowances for credit losses, such allowances reflect management judgments and assumptions based on information available to us. Such information may prove incorrect or incomplete, and these judgments and assumptions may prove to be incorrect, potentially significantly so.

We are also exposed to credit risk from holding securities issued by third parties as well as through the execution of securities, futures, currency or derivative transactions that fail to settle at the required time due to non-delivery by our counterparties such as financial institutions and hedge funds, or to system failures by clearing agents, exchanges, clearing houses, etc.

Issues related to third-party credit risk may include the following:

(1) Defaults by a large financial institution could adversely affect the financial markets generally and us specifically

The commercial soundness of many financial institutions is closely interrelated as a result of credit, trading, clearing or other relationships among the institutions. As a result, concern about the creditworthiness of or a default by, a certain financial institution could lead to significant liquidity problems or losses in, or defaults by, other financial institutions. This may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges, with which we interact on a daily basis. Actual defaults, increases in perceived default risk and other similar events could arise in the future and could have an adverse effect on the financial markets and on us.

(2) There can be no assurance as to the accuracy of the information about our credit risk, or the sufficiency of the collateral we use in managing it

We regularly review our credit exposure to specific clients or counterparties and to specific countries and regions that we believe may present credit concerns. Default risk, however, may arise from events or circumstances that we do not detect, such as account-rigging and fraud. We may also fail to receive full information with respect to the risks of a counterparty, or to accurately manage and assess such information internally. In addition, in cases where we have extended credit against collateral, sudden declines in market values of the collateral could result in such collateral being insufficient to cover our exposure.

(3) Our clients and counterparties may be unable to perform their obligations to us as a result of political or economic conditions

Country, regional and political risks are components of credit risk, as well as market risk. Political or economic pressures in a country or region, including those arising from local market disruptions or currency crises, may adversely affect the ability of clients or counterparties located in or subject to conditions in that country or region to obtain credit or foreign exchange, and therefore to perform their obligations owed to us.

7. We are exposed to model risk, i.e., risk of financial loss, incorrect decision making, or damage to our credibility arising from model errors or incorrect or inappropriate model application

We widely use models for various purposes including the valuation of illiquid derivative transactions or the estimation of the creditworthiness of certain counterparties. However, models are never perfect, and their use subjects us to model risk. Model errors or incorrect or inappropriate model applications could lead to incorrect decision making, financial losses or damage to our credibility. Nomura has a well-established Model Risk Management Framework, including robust model development, implementation, and use, and a sound model validation process and governance. While these initiatives effectively control and limit Model Risk within the firm, it is never perfectly mitigated.

 

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8. NHI is a holding company and depends on payments from its subsidiaries

NHI, the issuer of the common stock underlying the ADSs to which this annual report relates, is a holding company and is heavily dependent on dividends, distributions and other payments from its subsidiaries to be able to settle its financial obligations and liabilities. Regulatory and other legal restrictions, such as those under the Companies Act, may limit NHI’s ability to transfer funds freely, either to or from its subsidiaries. In particular, many of NHI’s subsidiaries, including its broker-dealer subsidiaries, are subject to laws and regulations, including regulatory capital requirements, that authorize regulatory bodies to block or reduce the flow of funds to the parent holding company, or that prohibit such transfers altogether in certain circumstances. For example, Nomura Securities Co., Ltd. (“NSC”), Nomura Securities International, Inc., Nomura International plc and Nomura International (Hong Kong) Limited, NHI’s main broker-dealer subsidiaries, are subject to regulatory capital requirements and changes in such regulatory capital requirements and the required level could limit the transfer of funds to NHI. While NHI monitors and manages the transfer of funds within the Nomura Group on the basis of relevant laws and regulations on a daily basis, these laws and regulations may hinder NHI’s ability to access funds needed to be able to settle its financial obligations and liabilities.

9. We may not be able to realize gains we expect, and may even suffer losses, on our investments in equity securities and non-trading debt securities

We hold substantial investments in equity securities including private equity investments and investments in affiliates for which the fair value option was elected, and non-trading debt securities. Under U.S. GAAP, depending on market conditions, we may recognize significant losses in connection with these investments, which could have an adverse impact on our financial condition and results of operations. Moreover, while we may decide to dispose of these equity securities and debt securities, depending on the market conditions, we may not be able to dispose of these equity securities and debt securities when we would like to do so, as quickly as we may wish or at the desired price.

10. We may face an outflow of clients’ assets due to losses incurred within cash reserve funds or debt securities we offer to clients

Cash reserve funds, such as money market funds and money reserve funds are typically categorized as low risk financial products. As a result of a sudden rise in interest rates, such cash reserve funds may fall below their par value due to losses resulting from price decreases, defaults or negative interest charges arising from debt securities held by the fund. If we determine that a stable return cannot be achieved from the investment performance of cash reserve funds, we may accelerate the redemption of, or impose a deposit limit on, such cash reserve funds.

In addition, issuers of debt securities that we sell may default or otherwise delay the payment of interest and/or principal.

Such events may result in the loss of client confidence and lead to an outflow of client assets from our custody or preclude us from increasing such client assets.

● Risks Relating to Our Financial Position

11. We may have to recognize impairment losses with regard to the amount of goodwill, tangible assets and intangible assets recognized on our consolidated balance sheets

We have purchased all or a part of the equity interests in, or operations from, certain other companies in order to pursue our business expansion, and expect to continue to do so when and as we deem beneficial. We account for certain of those and similar purchases and acquisitions as a business combination under U.S. GAAP by allocating our acquisition costs to the assets acquired and liabilities assumed and recognizing the remaining amount as goodwill.

For example, in December 2025, we recognized additional goodwill of ¥150,976 million and additional intangible assets of ¥118,201 million on our consolidated balance sheet in connection with the Macquarie Acquisition.

We may have to recognize impairment losses, as well as other losses associated with subsequent transactions, with regard to the amount of goodwill, tangible assets and intangible assets recognized on our consolidated group balance sheet which may adversely affect our financial condition and results of operations.

 

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12. Liquidity risk could impair our ability to fund operations and jeopardize our financial condition

Liquidity, or having ready access to cash, is essential to our business. We define liquidity risk as the risk of loss arising from difficulty in securing the necessary funding, or from a significantly higher cost of funding than normal levels, due to a deterioration in our creditworthiness or a deterioration in market conditions. In addition to maintaining a readily available cash position, we seek to secure ample liquidity through repurchase agreements and securities lending transactions, long-term borrowings and the issuance of long-term debt securities as well as through diversification of our short-term funding sources such as commercial paper, and by holding a portfolio of highly liquid financial assets. Despite this, there is a risk that we may lose liquidity under certain circumstances, including the following:

(1) We may be unable to access unsecured or secured funding

We continuously access unsecured funding from issuance of securities in the short-term credit markets and debt capital markets as well as bank borrowings to finance our day-to-day operations, including refinancing. We also enter into repurchase agreements and securities lending transactions to raise secured funding for our trading businesses. An inability to access unsecured or secured funding or funding at significantly higher cost than normal levels could have a substantial negative effect on our liquidity. For example, lenders could refuse to extend the credit necessary for us to conduct our business based on their assessment of our long-term or short-term financial prospects if:

 

•

We incur large trading losses,

 

•

The level of our business activity decreases due to a market downturn,

 

•

Regulatory authorities take significant action against us, or

 

•

Our credit rating is downgraded.

In addition to the above, our ability to borrow in the debt capital markets could also be adversely impacted by factors that are not specific to us, such as increases in market interest rates, reductions in banks’ or other financial institutions’ lending ability, a severe disruption of the financial and credit markets, negative views about the general prospects for the investment banking, brokerage or financial services industries, or negative market perceptions of Japan’s financial soundness.

(2) We may be unable to sell assets

If we are unable to raise funds or if our liquidity declines significantly, we will need to liquidate assets or take other actions in order to meet our maturing liabilities. In volatile or uncertain market environments, overall market liquidity may decline. In a time of reduced market liquidity, we may be unable to sell some of our assets, or we may have to sell at depressed prices, which could adversely affect our results of operations and financial condition. Our ability to sell assets may also be adversely impacted by other market participants seeking to sell similar assets into the market at the same time.

(3) Lowering of our credit ratings could impact our funding

Our funding depends significantly on our credit ratings. Rating agencies may downgrade or withdraw their ratings or place us on “credit watch” with negative implications. Downgrades could increase our funding costs and limit our funding. This, in turn, could adversely affect our results of operations and our financial condition. In addition, other factors which are not specific to us may impact our funding, such as negative market perceptions of Japan’s financial soundness.

13. Equity investments in affiliates and other investees accounted for under the equity method in our consolidated financial statements may decline significantly over a period of time and result in us recognizing impairment losses

Under U.S. GAAP, we have affiliates and investees accounted for under the equity method in our consolidated financial statements and whose shares are publicly traded. If there is a decline in the market price of the shares, we hold in such affiliates below the carrying amount of our investments over a period of time, and we determine that the decline is other-than-temporary, then we recognize an impairment loss through earnings which may have an adverse effect on our financial condition and results of operations.

 

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● Risks Relating to Legal, Compliance and Other Operational Issues

14. Operational risk could adversely affect our business

Operational risk is the risk of financial loss or non-financial impact arising from inadequate or failed internal processes and systems, from a lack of appropriate personnel, from human errors, or from external events, and includes fraud, compliance, legal, IT, cyber and information security, third-party, and other non-financial risks. We always face the potential of operational risk, and if it materializes, it could adversely affect our business. Issues related to operational risk may include the risks listed in items 16 to 22 below.

15. Reputational risk could adversely affect our business

Reputational risk is the risk of possible damage to Nomura’s reputation and associated risk to earnings, capital, or liquidity arising from any association, action, or inaction which could be perceived by stakeholders to be inappropriate, unethical, or inconsistent with Nomura Group’s values and corporate philosophy. We always face the potential of reputational risk, and if any of the events described in this Risk Factors occur and such risk materializes, it could adversely affect our business outlook, financial condition, or results of operations.

16. We may identify a material weakness in our internal control over financial reporting, indicating that our internal control over financial reporting may not be effective

As a New York Stock Exchange (“NYSE”)-listed company and SEC registrant, we assess the effectiveness of internal controls over financial reporting under the U.S. Sarbanes-Oxley Act of 2002. We also assess the effectiveness of internal controls over financial reporting pursuant to the Financial Instruments and Exchange Act and submit the Management’s Report on Internal Control over Financial Reporting including the results of this evaluation as a part of our Japanese language annual securities report. We have established a framework with the goal of ensuring the effectiveness and appropriateness of these controls. However, we may identify a material weakness in our internal control over financial reporting, indicating that our internal control over financial reporting may not be effective.

For example, we identified a material weakness during the quarter ended March 31, 2024 in relation to certain classification and presentation matters within the consolidated statement of cash flows as included within our consolidated financial statements, which resulted in the need to restate the consolidated statement of cash flows in certain of our annual and interim consolidated financial statements. We identified and implemented a number of remediation actions to address this material weakness and intended to mitigate the risk of similar errors occurring in the future within the consolidated statement of cash flows, and our management concluded that our internal control over financial reporting has been effective as of the end of each fiscal year, beginning with the year ended March 31, 2024.

If future material weaknesses are identified, we may be unable to provide financial information in our consolidated financial statements and elsewhere in an accurate, timely and reliable manner or require additional restatements of our consolidated financial statements or other aspects of our periodic reporting. Such issues may undermine confidence in our published financial information and other reported information by users of our consolidated financial statements, including the holders of our securities, potentially causing reductions in the price of our common stock and/or ADRs. Additionally, such issues could limit our access to capital markets, affect clients’ or counterparties’ appetite to enter into transactions with us and subject us to potential regulatory investigations and sanctions. Each of these factors may materially and adversely affect our business, results of operations and financial condition.

17. Misconduct, fraud or other criminal activity by an employee, director or officer, or any third-party, could occur, and our reputation in the market and our relationships with clients could be harmed

We always face the risk that our employees, directors or officers, or any third-party, could engage in misconduct that may adversely affect our business. Misconduct by an employee, director or officer includes conduct such as entering into transactions in excess of authorized limits, acceptance of risks that exceed our limits, concealment of unauthorized or unsuccessful activities or criminal or other unlawful actions against customers. The misconduct could also involve the improper use or disclosure of non-public information relating to us or our clients, such as insider trading, improper transmission of such information and the recommendation of trades based on such information, as well as other crimes, which could result in regulatory sanctions, legal liability and serious reputational or financial damage to us.

Third-parties may also engage in fraudulent activities, including devising a fraudulent scheme to induce our investment, loans, guarantee or any other form of financial commitment, both direct and indirect. Because of the broad range of businesses that we engage in and the large number of third-parties with whom we deal in our day-to-day business operations, such fraud or any other misconduct may be difficult to prevent or detect, and our future reputation and financial condition could be adversely affected, which could result in serious reputational or financial damage to us in the future.

 

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We have taken measures in line with the improvement plan to detect and prevent such fraudulent or misconduct by our employees, directors or officers, or any third party in the future, including the establishment and implementation of the “Nomura Group Code of Conduct” including ensuring its thorough dissemination throughout the group and ensuring thorough compliance with its terms, and through compliance training or any other programs, as well as an enhanced internal reporting system. However, the measures we have implemented or additional measures that may be implemented in the future may not be effective in preventing or managing the risk of misconduct or fraud in all cases, and we may not always be able to detect or deter misconduct or fraud by employees, directors, officers, or third-parties. If any administrative or judicial sanction is issued against us as a result of such fraud or misconduct, we may lose business opportunities, and our future revenue and results of operations may be materially and adversely affected, even after the sanction is lifted, if and to the extent that our clients, especially public institutions, decide not to engage us for their financial transactions.

The Company’s consolidated subsidiary, NSC, is addressing damages that occurred due to transactions, such as the purchase and sale of securities and other financial instruments, conducted by third-parties using customers’ assets through unauthorized access to securities accounts due to fraudulent activities, such as phishing. In regard to customer accounts that suffered damages since January 2025, NSC will handle each case based on the individual circumstances of each customer, including, at a maximum, restoring the accounts to the state prior to the unauthorized transactions. Currently, although strengthened cooperation with relevant parties, customer alerts, enhanced authentication measures and other initiatives have reduced the number of such incidents compared with earlier periods, phishing and related techniques continue to become more sophisticated and diverse, and similar incidents may occur again in the future. If we or our customers become involved in such incidents, or if our response—such as loss compensation or security enhancements—is viewed as insufficient, our future reputation, and financial condition may be adversely affected.

18. A failure to identify and appropriately address conflicts of interest could adversely affect our business

We are a global financial institution that provides a wide range of products and services to a diverse group of clients, including individuals, corporations, other financial institutions and governmental institutions. As such, we face potential conflicts of interest in the ordinary course of our business. Conflicts of interests can arise when our services to a particular client conflict or compete, or are perceived to conflict or compete, with our own interests. In addition, where non-public information is not appropriately restricted or shared within Nomura, conflicts of interest may also arise when a transaction within the Nomura Group or with another client conflicts or competes, or is perceived to conflict or compete, with a transaction with a particular client. While we have extensive internal procedures and controls designed to identify and address conflicts of interest on the basis of the “Nomura Group Conflicts of Interest Management Policy”, a failure, or a perceived failure, to identify, disclose and appropriately address such conflicts could adversely affect our reputation, the willingness of current or potential clients to do business with us, and give rise to potential regulatory actions or litigation against us, which could have a material adverse effect on our financial condition and results of operations.

19. Our business is subject to substantial legal and regulatory risks

Substantial legal liability or a significant regulatory action against us could have a material adverse effect on our business, financial condition or results of operations, or cause reputational harm to us. Also, material changes in regulations applicable to us or to the markets in which we operate could adversely affect our business. See Note 22 “Commitments, contingencies and guarantees” in our consolidated financial statements included in this annual report for further information regarding the significant investigations, lawsuits and other legal proceedings that we are currently facing.

We face significant legal risks in our businesses. These risks include liability under securities or other laws in connection with securities underwriting and offering transactions, liability arising from the purchase or sale of any securities or other financial products, disputes over the terms and conditions of complex trading arrangements or the validity of contracts for our transactions, disputes with our business alliance partners and legal claims concerning our other businesses. When we face the substantial legal liability, we seek advice from experts and third-parties, develop appropriate policies, and address the cases accordingly. However, depending on the disputes, our reputation, financial condition and results of operations could be adversely affected.

(1) Legal liability related to our business may occur and could adversely affect our business, financial condition and results of operations

During a prolonged market downturn or upon the occurrence of an event that adversely affects one of the markets in which we operate, we may be exposed to an increase in claims or significant litigations against us. The cost of defending such claims or litigations may be substantial and our involvement in litigation may damage our reputation. For example, during the year ended March 31, 2022, approximately ¥62.0 billion related to legacy transactions in the U.S. from before the global financial crisis (2007 – 2008) was recognized including legal expenses as well as certain transactions intended to mitigate future losses. In addition, even legal transactions might be subject to adverse public reaction according to the particular details of such transactions.

 

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These risks may be difficult to assess or quantify and their existence and magnitude may remain unknown for substantial periods of time.

(2) Extensive regulation of our businesses limits our activities and may subject us to significant penalties and losses

The financial services industry is subject to extensive regulation. We are subject to increasing regulation by governmental and self-regulatory organizations in Japan and in virtually all other jurisdictions in which we operate, and such governmental and regulatory scrutiny may increase as our operations expand or as laws change. In addition, while regulatory complexities increase, possibilities of extra-territorial application of a regulation in one jurisdiction to business activities outside of such jurisdiction may also increase. These regulations are broadly designed to ensure the stability of financial systems and the integrity of the financial markets and financial institutions, and to protect clients and other third-parties who deal with us. They may also limit our activities and/or affect our profitability, through net capital, client protection and market conduct requirements. In addition, on top of traditional finance-related legislation, the scope of laws and regulations applying to, and/or impacting on, our operations may become wider depending on the situation of the wider international political and economic environment or policy approaches taken by governmental authorities in respect of regulatory application or law enforcement. In particular, the number of investigations and proceedings against the financial services industry by governmental and self-regulatory organizations has increased substantially and the consequences of such investigations and proceedings have become more severe in recent years, and we are subject to the risk of such investigations and proceedings. Although we take measures such as timely monitoring and establishing internal governance procedures in order to comply with law and regulations, we may not always be able to prevent such violations, and we could be fined, prohibited from engaging in some of our business activities, ordered to improve our internal governance procedures or be subject to revocation of our license to conduct business. Our reputation could also suffer from the adverse publicity that any administrative or judicial sanction against us may create, which may negatively affect our business opportunities and ability to secure human resources. As a result of any such sanction, we may lose business opportunities for a period of time, even after the sanction is lifted, if and to the extent that our clients, especially public institutions, decide not to engage us for their financial transactions. In addition, certain market participants may refrain from investing in or entering into transactions with us if we engage in business activities in regions subject to international sanctions, even if our activities do not constitute violations of sanctions laws and regulations.

(3) Tightening of regulations applicable to the financial system and financial industry could adversely affect our business, financial condition and results of operations

If regulations that apply to our businesses are introduced, modified or removed, we could be adversely affected directly or through resulting changes in market conditions. The impact of such developments could make it economically unreasonable for us to continue to conduct all or certain of our businesses, or could cause us to incur significant costs to adjust to such changes.

New regulations or revisions to existing regulations relating to accounting standards, regulatory capital adequacy ratios, liquidity ratios and leverage ratios applicable to us could also have a material adverse effect on our business, financial condition and results of operations. Such new regulations or revisions to existing regulations include the so-called Basel III package formulated by the Basel Committee on Banking Supervision (“Basel Committee”) and the finalized Basel III reforms published in December 2017, and also finalized market risk capital framework published in January 2019. NHI is subject to the above revised regulatory capital adequacy ratios, liquidity ratios and leverage ratios since March 2025.

Furthermore, in December 2015, the FSA identified NHI as one of the domestic systemically important banks (“D-SIBs”) and imposed a surcharge of 0.5% on our required capital ratio after March 2016 with 3-year transitional arrangement. In addition, FSB published the final standard requiring global systemically important banks (“G-SIBs”) to maintain a certain level of total loss-absorbing capacity (“TLAC”) upon their failure in November 2015. Under the FSA’s policy implementing the TLAC framework in Japan as updated in April 2018, the TLAC requirements in Japan apply 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 published the notices and guidelines of TLAC regulations in Japan. According to these notices and guidelines, NHI is subject to the TLAC requirements in Japan from March 31, 2021, although NHI is not identified as a G-SIB as of the date of this annual report. These changes in regulations may increase our funding costs or require us to liquidate financial instruments and other assets, raise additional capital or otherwise restrict our business activities in a manner that could adversely affect our operating or financing activities or the interests of our shareholders.

 

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(4) Deferred tax assets may be impacted due to a change in business condition or in laws and regulations, resulting in an adverse effect on our operating results and financial condition

Under U.S. GAAP, we recognize deferred tax assets in our consolidated balance sheets as a possible benefit of tax relief in the future if certain criteria are met. If we experience or forecast future operating losses, if tax laws or enacted tax rates in the relevant tax jurisdictions in which we operate change, or if there is a change in U.S. GAAP in the future, we may be required to reduce the deferred tax assets recognized in our consolidated balance sheets which may adversely affect our financial condition and results of operations. See Note 17 “Income taxes” in our consolidated financial statements included in this annual report for further information regarding the deferred tax assets that we currently recognize.

(5) Defects in our anti-money laundering and counter-terrorism financing measures could have serious consequences, such as administrative penalties or punitive fines

In recent years, financial crimes have become more complex, sophisticated, and diverse. As the world faces growing threats of military disputes, terrorism, and cyberattacks, it is highly important to counter the financing of crimes and terrorism. Financial institutions around the world are expected to take strong anti-money laundering (AML) and countering the financing of terrorism (CFT) measures. Despite our efforts to improve our anti-money laundering and counter-terrorism financing measures, which we have implemented consistently across the Nomura Group in accordance with the recommendations provided by the Financial Action Task Force (FATF) and the FSA’s “Guidelines on Anti-Money Laundering and Terrorist Financing”, there remains a risk that such measures will not be fully effective in preventing or detecting all violations in a timely manner. As a consequence, we could be subject to administrative penalties or punitive fines, which may adversely affect our financial condition and results of operations. See also “—Risks Relating to Legal, Compliance and Other Operational Issues—19. Our business is subject to substantial legal and regulatory risks—(2) Extensive regulation of our businesses limits our activities and may subject us to significant penalties and losses” for further information regarding regulatory actions and other legal proceedings as well as consequences thereof.

20. Unauthorized disclosure or misuse of personal information held by us may adversely affect our business

We keep and manage personal information obtained from clients in connection with our business. In recent years, there have been many reported cases of personal information and records in the possession of corporations and institutions being improperly accessed, disclosed or misused. There is also a risk of unauthorized acquisition of client information and misuse of customer information by former employees.

Although we exercise care to protect the confidentiality of personal information and have in place policies and procedures designed to safeguard such information and ensure that it is used in compliance with applicable laws, rules and regulations, were any unauthorized disclosure or misuse of personal information to occur, our business could be adversely affected. For example, we could be subject to government actions such as administrative actions or penalties in case there is any violation of applicable personal data protection laws, rules and regulations or be subject to complaints and lawsuits for damages from clients if they are adversely affected due to the unauthorized disclosure or misuse of their personal information (including leakage of such information by an external service provider). In addition, we could incur additional costs associated with changing our security systems, either voluntarily or in response to administrative guidance or other regulatory initiatives. Moreover, restrictions on our ability to use personal information collected from clients may adversely affect our existing businesses or our ability to develop new ones. Furthermore, any damage to our reputation caused by such unauthorized disclosure or misuse could lead to a decline in new clients and/or a loss of existing clients, as well as to increased costs and expenses incurred for public relations campaigns designed to prevent or mitigate damage to our corporate or brand image or reputation.

21. System failure, information leakage and cost of maintaining sufficient cybersecurity could adversely affect our business, financial condition and results of operations

Our businesses rely on secure processing, storage, transmission and reception of personal, confidential and proprietary information on our systems. We have been in the past and may again become the target of attempted unauthorized access, computer viruses or malware, and other cyberattacks designed to access and obtain information on our systems or to disrupt and cause other damage to our services. In recent years, many of our employees increasingly work remotely using networking or other technologies, and these technologies have become even more critical to our business. The implementation of remote work arrangements may also increase the possibility that we will be subject to cyberattacks and other information security breaches. In addition, Nomura is engaged in the cryptocurrency business, and if the cryptocurrency wallets used in that business become targets of cyberattacks or other information security breaches, there is a possibility of unauthorized outflow or loss of cryptocurrencies. We also face emerging risks from increased use of AI (including generative AI), which may introduce new data leakage, model manipulation, fraud/social engineering and third-party/vendor risks if not governed and controlled appropriately. Although these threats may originate from human error or technological failure, they may also originate from the malice or fraud of internal parties, such as employees, or third-parties, including foreign non-state actors and extremist parties. Additionally, we could also be adversely impacted if any of the third-party vendors, exchanges, clearing houses or other financial institutions to whom we are interconnected are subject to cyberattacks or other informational security breaches. Such events could cause interruptions to our systems, reputational damage, client dissatisfaction, legal liability, enforcement actions or additional costs, any and all of which could adversely affect our financial condition and operations.

 

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While we continue to devote significant resources to monitor and update our systems and implement information security measures to protect our systems, there can be no assurance that any controls and procedures we have in place will be sufficient to protect us from future security breaches. As cyber threats are continually evolving, our controls and procedures may become inadequate and we may be required to devote additional resources to modify or enhance our systems in the future.

22. Our business may be adversely affected if we are unable to hire, retain and develop qualified personnel

Under the philosophy that our people are our greatest assets, we view recruitment, talent development, performance appraisal, and mobility and advancement strategies as one human-resources management cycle and pursue various talent-management initiatives comprehensively. Under these initiatives, we employ a large workforce globally, and face various human-resources and workplace-related risks, such as discrimination, harassment, and inconsistencies with local laws and norms. Moreover, we face intense competition for personnel due to factors such as compensation, working environment, training opportunities, employee benefits, and our reputation as an employer, and any failure to hire, retain, and develop qualified personnel as anticipated may materially and adversely affect our business, financial condition and results of operations. Furthermore, spending to secure personnel may adversely affect our profitability. In addition, developing our human resources and fostering a uniform corporate culture requires sustained and thorough efforts, and may take longer than anticipated.

 

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4. Operating, Financial and Cash Flow Analyses by Management

(1) Operating Results.

Please refer to Item 1 “Information on the Company and Its Subsidiaries and Affiliates—1. Selected Financial Data” and Item 5 “Financial Information—Consolidates Balance Sheets, Consolidated Statements of Income, Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Equity, Consolidated Statements of Cash Flows” for Operating Results below. The following information also contains certain forward-looking statements that involve risks, uncertainties and assumptions. Nomura’s actual financial results may differ materially from the forward-looking statements contained herein.

Executive Summary

1. Overall results of business

We recognized net revenue of ¥2,167.7 billion during the year ended March 31, 2026, an increase of 14.5% from the previous year. Non-interest expenses increased by 14.6% to ¥1,627.9 billion, income before income taxes was ¥539.8 billion, and net income attributable to the shareholders of NHI was ¥362.1 billion. Return on equity was 10.1%. Earnings per Share* for the year ended March 31, 2026 was ¥118.99, an increase from ¥111.03 for the year ended March 31, 2025. We have decided to pay a dividend of ¥24 per share to shareholders of record as of March 31, 2026. As a result, the total annual dividend will be ¥51 per share for the year ended March 31, 2026.

* Diluted net income attributable to NHI shareholders per share.

2. Management’s assessment of key initiatives and achievements during the fiscal year

During the year ended March 31, 2026, our initiatives to accelerate our recurring revenue-based business model, expand our stable earnings base, and deepen our global strategy made steady progress. These efforts have steadily translated into tangible results, further strengthening our profitability and business foundation. We also made solid progress toward realizing our management vision for 2030, “Reaching for Sustainable Growth,” and net income attributable to the shareholders of NHI for the year reached a record high.

Wealth Management Division had its best performance since the division was established in the year ended March 31, 2002. Recurring revenue was at an all-time high and recurring revenue assets saw continued net inflows as we made further progress in our full-service asset management business. The recurring revenue cost coverage ratio rose to 72 percent, reflecting higher revenues and disciplined cost controls.

In Investment Management Division, assets under management climbed to ¥136.9 trillion and business revenue increased significantly, thanks to market factors, continued net inflows, and contributions from the overseas businesses we recently acquired.

In Wholesale Division, income before income taxes reached an all-time high since the division was established in April 2010, underpinned by growth in Global Markets and Investment Banking revenues.

In the Banking Division, loans outstanding and investment trust balances grew, resulting in higher revenues than last year.

3. Capital policy and shareholder returns

We plan to maintain appropriate capital ratios and aim for sustainable growth through optimal capital allocation. As preparatory steps to achieve our management vision, while controlling cost levels, we are investing for growth to realize our management strategy of expanding the scope of our business from public into private markets, in order to balance investment and shareholder returns, and maximize shareholder value by improving productivity and expanding revenue sources.

We strive to pay dividends using a consolidated payout ratio of at least 40% of each semi-annual consolidated earnings as a key indicator. Additionally, we aim for a total payout ratio, which includes dividends and share buybacks, of at least 50%. The total amount of shareholder returns for each fiscal year is determined by comprehensively taking into account trends in the regulatory environment in Japan and overseas, including the strengthening of Basel regulations, as well as the consolidated results of our business divisions.

For further details of our dividend policy, refer to Item 4. “Company Information—3. Dividend Policy.”

 

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4. Summary by Segment

In our Wealth Management Division, net revenue for the year ended March 31, 2026 increased by 12.5% from the previous year to ¥487.9 billion. Non-interest expenses increased by 6.2% to ¥283.9 billion. As a result, income before income taxes increased by 22.8% to ¥204.0 billion. We have worked to strengthen our wealth management services by enhancing our comprehensive service offerings in line with client needs to help our clients achieve the future they envision. Amid favorable market conditions and reflecting our keen understanding of client needs, there was an increase in flow revenue, mainly due to an increase in the sales of stocks and investment trusts, particularly through face-to-face channels. Additionally, there was also an increase in recurring revenue due to the expansion of Wealth Management client assets through our initiatives to provide consulting services on the entire asset bases of our clients, which we have been working on continuously.

In addition, we aim to build a sustainable client base and expand our business over the medium to long term by establishing contact points through workplace financial services, and we have been able to successfully increase the number of clients we provide services to, including the working generation. Going forward, we will provide a wide range of wealth management services, including face-to-face consulting, non-face-to-face services using digital tools, and workplace services that address asset building needs.

In our Investment Management Division, net revenue for the year ended March 31, 2026 increased by 34.3% from the previous year to ¥258.5 billion. Non-interest expenses increased by 65.5% to ¥170.2 billion. As a result, income before income taxes decreased by 1.4% to ¥88.3 billion. The Investment Management Division has aimed for business revenue growth by increasing assets under management and by providing higher value-added asset management services. Although the Japanese equity market experienced periods of adjustment at both the beginning and the end of the fiscal year, it generally remained above the level of the previous fiscal year overall. In addition, following the completion in December 2025 of the Macquarie Acquisition, assets under management as of the end of the period rose to a record high of ¥136.9 trillion. The average balance of assets under management during the fiscal year also increased from the previous fiscal year, contributing to the growth of business revenue. While fund outflows were recorded in the acquired business, net inflows for the fiscal year totaled ¥0.4 trillion, and positive net inflows were maintained on an overall basis. Supported by the expansion of assets under management, the asset management business delivered revenue growth, while the aircraft leasing business also contributed to higher earnings through the execution of high-quality deals, resulting in an increase in sales volume. As a result, business revenue, a stable source of revenue, reached a record high. In particular, alternative assets under management as of the end of the year ended March 31, 2026 increased from the end of the previous fiscal year to ¥3.6 trillion, supported by solid fund inflows and investment gains. In addition, the “Nomu Wrap Fund”, which enables investors to build well-balanced portfolios tailored to their investment styles, continued to attract stable inflows, with total net assets surpassing ¥1.5 trillion.

In our Wholesale Division, net revenue for the year ended March 31, 2026 increased by 9.9% from the previous year to ¥1,162.2 billion. Non-interest expenses increased by 7.9% to ¥961.7 billion. As a result, income before income taxes increased by 20.6% to ¥200.6 billion. In Global Markets, we continued to provide service and liquidity to our clients while maintaining tight risk control, as clients looked to rebalance and hedge their portfolios amid uncertain markets driven by macro-economic shifts, central banks’ policy actions and geopolitical developments. We delivered steady performance by monetizing client flows and market opportunities led by Equity Products, Securitized Products and International Wealth Management. In Investment Banking, though there were differences among regions, client activity was at a high level and we strived to meet our clients’ diversified needs through our services and solutions which led to an increase in the number of deals. Strong performances from Advisory and Equity Solutions in Japan, along with Advisory and Solutions including Equity Solutions and portions of lending in international regions resulted in an increase in revenue.

In our Banking Division, net revenue for the year ended March 31, 2026 increased by 14.3% from the previous year to ¥53.9 billion, but non-interest expenses increased by 29.5% to ¥39.9 billion. As a result, income before income taxes decreased by 14.3% to ¥14.0 billion. In addition to strengthened collaboration across divisions, the effects of business development and marketing activities have begun to materialize, and the KPIs we track, namely loans outstanding at The Nomura Trust and Banking Co., Ltd., investment trust balance at The Nomura Trust and Banking Co., Ltd., and assets under administration at Nomura Bank (Luxembourg) S.A., showed steady growth over the year. As a result, Banking Division revenues, which we position as a stable source of revenue, increased from the previous fiscal year. While expenses increased due to a core banking system renewal at The Nomura Trust and Banking Co., Ltd. and related initiatives, progress has been made in building the foundation necessary to enhance future product and service offerings.

 

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Progress on Key Performance Indicators (KPIs)

《Management Indicators》

Return on Equity / Income before income taxes

We have set quantitative management targets for the fiscal year 2030, aiming to achieve an ROE of 8-10%+ and an income before income taxes of over ¥500 billion, as our most important management performance indicators, and have made steady progress in our initiatives. In May 2026, we updated these quantitative management targets for the fiscal year 2030 and set a goal to achieve an ROE of 10–12%+ and an income before income taxes of over ¥750 billion.

After the introduction of the Corporate Governance Code in Japan, the importance of awareness of capital costs has increased among management of Japanese companies. In addition, under the framework of global financial regulations, more effective use of capital is required. As a result, we believe that the optimal allocation of financial resources will become even more important for our Company in the future. Accordingly, beginning in the year ended March 31, 2021, we adopted ROE as a key management indicator, which management uses to track the progress of our sustainable business transformation, along with the revision of “Fundamental Management Policy” based on the approval at the Board of Directors meeting held in May 2020.

ROE is defined and calculated as net income attributable to NHI shareholders divided by average of the total shareholders’ equity at the beginning and end of the period. We believe that disclosure of ROE is useful to investors in that it helps them to assess business conditions and our effective use of capital to enhance corporate value.

We have set ROE target of 10-12%+ for the year ending March 31, 2031, reflecting the cost of capital for our Company. However, ROE may be of limited use in that it does not necessarily reflect financial soundness. In order to avoid the excessive pursuit of capital efficiency with the aim of improving ROE at the expense of financial soundness, we attach importance to the creation of corporate value, giving due consideration to financial soundness, and thereby improving ROE. ROE for the year ended March 31, 2026 increased to 10.1% from 10.0% for the prior fiscal year.

In addition, in order to achieve sustainable growth, we have set a quantitative management target for the year ending March 31, 2031 to achieve an income before income taxes of over ¥750 billion, so that it helps them to assess business conditions more concretely and enhance corporate value. For the year ended March 31, 2026, the income before income taxes was ¥539.8 billion.

Common equity Tier1 capital ratio

There are multiple global financial regulations that we must comply with, including capital regulations established by Basel Committee on Banking Supervision as interpreted and implemented by the FSA which have a direct impact on the way we conduct business. For this reason, we have set a target of maintaining a common equity Tier 1 capital ratio of at least 11%, so that we will take into consideration the financial soundness including certain buffer against severe market stress. In addition, we seek to achieve an optimal allocation of capital by balancing growth investments and shareholder returns, and have set a target range of a common equity Tier 1 capital ratio of 11% to 14%.

Our common equity Tier 1 capital ratio decreased to 12.86% as of March 31, 2026, from 14.52% as of March 31, 2025. For further details, on the key capital requirements we must follow, see Item 2 “Operating and Financial Review—4. Operating, Financial and Cash Flow Analyses by Management—(5) Liquidity and Capital Resources—Consolidated Regulatory Capital Requirements.”

 

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《Indicators by Business Segment》

In addition to the Group KPIs, our management also uses certain divisional specific KPIs to monitor and assess performance of the divisions.

Wealth Management

We have adopted the following key indicators in the Wealth Management Division to quantify the outcomes of our efforts and monitor our business: Recurring revenue assets; Net inflows of recurring revenue assets; Flow business clients; and Workplace Services; so that our management will be able to monitor the progress of our businesses and target sustainable and further business growth. We believe that disclosure of those indicators is useful to investors in that it helps them to assess the progress of the division’s client-facing activities as well as digest and understand our growth potential.

 

		Trillions of yen
		March 31, 2024				March 31, 2025				% Change from previous year				March 31, 2026				% Change from previous year
Recurring revenue assets		¥	23.0			¥	23.5				2.3	%		¥	27.9				18.8	%
		Billions of yen
		Year ended March 31
		2024				2025				% Change from previous year				2026				% Change from previous year
Net inflows of recurring revenue assets		¥	702.0			¥	1,374.0				95.7	%		¥	1,495.1				8.8	%
		Thousands
		Year ended March 31
		2024				2025				% Change from previous year				2026				% Change from previous year
Flow business clients			1,692				1,644				(2.9	)%			1,741				5.9	%
Workplace Services			3,627				3,883				7.0	%			4,142				6.7	%

Recurring Revenue Assets

Recurring revenue assets are defined by adding related loans to the total amount of assets, such as investment trusts, discretionary investments, insurance, and level fee assets, for which management fees and other recurring fees are charged. The amount of related loans totaled approximately ¥1,114.7 billion as reported within Loans receivable in the consolidated balance sheets as of March 31, 2026. Total recurring revenue assets as of March 31, 2026, were ¥27.9 trillion, an increase of ¥4.4 trillion, or 18.8%, from ¥23.5 trillion as of March 31, 2025, due to initiatives to increase recurring revenue assets and market factors.

Net Inflows of Recurring Revenue Assets

Net inflows of recurring revenue assets are defined and calculated by subtracting the amount of sell-offs and outflows from the amount of purchase and inflows of recurring revenue assets, and is an index used to measure the expansion of recurring revenue assets excluding changes in market value. As a result of our success in establishing market presence in the Wealth Management business, the total net inflows of recurring revenue assets during the year ended March 31, 2026, were ¥1,495.1 billion, exceeding the ¥1,374.0 billion recorded for the year ended March 31, 2025, by 8.8%.

Flow Business Clients

The number of flow business clients is defined as the total number of clients to whom we provide flow business, businesses that generate flow revenues, within the fiscal year and is a measure of the growth in the client base that is critical to realizing the growth in flow revenue. The number of flow business clients as of March 31, 2026, was approximately 1,741 thousand, which is 5.9% higher than the number as of March 31, 2025, which was 1,644 thousand. This increase resulted from an acceleration in accumulation toward the end of the fiscal year against the background of an active market environment.

Workplace Services

Workplace Services are defined as the sum of the number of workplace financial services provided, such as the number of members of employee stock ownership plans, accounts derived from the employee stock ownership (excluding current members) and corporate defined contribution (DC) pension plan subscribers, and is an index used to measure the expansion of the client base through workplace financial businesses. As of March 31, 2026, the number of workplace services provided stood at 4,142 thousand. We achieved an expansion of 259 thousand, 6.7% increase from that of March 31, 2025, which was 3,883 thousand, mainly in terms of the increase in members of employee stock ownership plans, and have expanded our client base which will lead to sustainable growth.

 

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Investment Management

We have set the balance of assets under management and net inflows as key performance indicators for the Investment Management Division. The businesses in the Investment Management Division generally earn management or similar fees based on the amount of assets under management, meaning that revenue trends for these businesses tend to follow trends in the amount of assets under management, and our management considers this metric to be effective in monitoring the progress of these businesses. We also believe that it is an important indicator of how well investment products are received by investors. We believe that net inflows are an effective metric to monitor the progress of the division’s asset management businesses, excluding market factors from fluctuations in the balance of assets under management. It is an important indicator for ascertaining the effectiveness of the division’s measures to expand assets under management and thereby achieve its profit expansion target.

 

		Billions of yen
		Year ended March 31
		2024				2025				% Change from previous year				2026				% Change from previous year
Net inflow		¥	3,760			¥	2,648				(29.5	)%		¥	443				(83.3	)%
		Trillions of yen
		March 31, 2024				March 31, 2025				% Change from previous year				March 31, 2026				% Change from previous year
The balance of assets under management		¥	89.0			¥	89.3				0.4	%		¥	136.9				53.3	%

Net inflow

Net inflows are calculated by subtracting cash outflows from cash inflows. For these purposes, cash outflows do not include outflows from distributions. During the year ended March 31, 2026, Net inflows reached ¥0.4 trillion. In the investment trust business, there were inflows into Money Reserve Funds and other money market funds, alternative investments and balanced funds. In the investment advisory and international businesses, there were outflows mainly from active mutual funds in the U.S. and European public asset management business of Macquarie Group Limited, which was acquired in December 2025, reflecting industry trends in U.S.

The balance of assets under management

The balance of assets under management is calculated by deducting overlapping assets within the Investment Management division from the simple aggregate (gross) of assets under management of asset management companies within Investment Management division. Assets under management as of March 31, 2026, reached a record high of ¥136.9 trillion, reflecting both the Japanese equity market remaining above the level of the previous fiscal year and the addition of assets under management from the acquired business.

Wholesale

We have adopted a cost-to-income ratio and a revenue to modified RWA ratio as additional key performance indicators in our Wholesale Division. We believe that disclosure of these indicators would be useful for investors to assess progress in terms of cost and resource efficiency. Additionally, we use these indicators to evaluate our business based on progress on cost savings initiatives and return on resources.

 

		Year ended March 31
		2024				2025				% Change from previous year				2026				% Change from previous year
Cost-to-income ratio			94	%			84	%			(10	)%			83	%			(1	)%
Revenue/modified RWA			6.8	%			7.6	%			0.8	%			7.4	%			(0.2	)%

 

37

Cost-to-income ratio

The cost-to-income ratio for the Wholesale Division is calculated by dividing non-interest expenses for the division for a given reporting period by net revenue generated by the division for the same period, calculated consistently, in each case, with our segment presentation for the division. It is monitored at a divisional level to track operating margins for the business. The ratio improved during the year ended March 31, 2026 compared to the previous year as Wholesale costs increased 8% while revenues grew 10%. Wholesale Revenues reached an all-time high since establishment of the division in April 2010, with record years in both Global Markets and Investment Banking (since relevant comparisons possible from the year ended March 31, 2017). Cost increase was primarily driven by increase in bonus provisions linked to performance and higher trading volume.

The ratio improved during the year ended March 31, 2025 compared to the previous year as Wholesale costs increased 10% while revenues grew 22%. Revenues increased on a year-over-year basis across Global Markets and Investment Banking. Global Markets uptick was driven by strong performance across Equity Products, Execution Services, Securitized Products, and International Wealth Management business, whereas Investment Banking witnessed significant growth in ECM, M&A and Solutions businesses. Cost increase was primarily driven by increased revenue-linked trading activity and higher performance related costs.

Revenue to modified Risk Weighted Asset (RWA) ratio

The revenue to modified RWA ratio for the Wholesale division is calculated by dividing net revenue generated by our Wholesale Division for a given reporting period (in the case of net revenue for the Wholesale Division for periods shorter than a full fiscal year, on an annualized basis) by the average balance of modified RWA used by the Wholesale Division for the same period. The revenue to modified RWA ratio is monitored to track our revenue earning capacity against risk resources deployed. Modified RWA is the total of (i) average daily risk-weighted assets as calculated and presented under Basel regulations as interpreted and implemented by the FSA and (ii) an adjustment equal to the regulatory adjustment to risk-based capital calculated and presented under Basel regulations as interpreted and implemented by the FSA divided by our internal capital ratio target of 12.5% (daily average for the accounting period), which we use to estimate the amount of deductions to RWA generated by the division. The revenue to modified RWA as we calculate and present it may differ from similarly titled measures presented by our competitors due to the approach and methodologies used for calculation. See Item 2 “Operating and Financial Review—4. Operating, Financial and Cash Flow Analyses by Management—(5) Liquidity and Capital Resources—Consolidated Regulatory Capital Requirements.” for further details on the applicable methodologies. The conversion of Wholesale RWA to modified RWA is based on adjustments reflecting our internal minimum capital ratio target. Moreover, the usefulness of this ratio may be limited in that the adjustment applied to RWA, which is intended to capture the appropriate amount of RWA to attribute to our businesses (as opposed to RWA as calculated for regulatory capital purposes), is an estimate incorporating our internal risk tolerance; however, this adjustment may not appropriately reflect the actual regulatory capital impact of the charged assets that are used by our business. Revenue to modified RWA decreased marginally for the year ended March 31, 2026 compared to the previous year, as the increase in RWA post Basel III finalization slightly exceeded the growth in Wholesale revenue. Both Global Markets and Investment Banking registered record-high revenues for the year ended March 31, 2026 (since relevant comparisons possible from FY2016/17). Revenue to modified RWA increased for the year ended March 31, 2025 compared to the previous year, as the growth in Wholesale revenue offset the impact of increase in RWA. Revenue increased across both Global Markets and Investment Banking, driven by strong performance in Equity Products, Execution Services, Securitized Products and International Wealth Management, as well as growth in ECM, M&A and Solutions businesses.

 

38

Banking

The Banking Division has designated the following key performance indicators (KPIs): (i) Loan Outstanding (The Nomura Trust and Banking Co., Ltd.(“NTB”)), (ii) Investment Trust balance (NTB), and (iii) Assets under administration (Nomura Bank (Luxembourg) S.A. (“NBL”)). Given that this division comprises the banking business, which generates income from loans and securities investments funded primarily by deposits, and the trust and agency business, which earns fee income by administering clients’ assets, including investment trusts, management believes that these indicators are effective for monitoring the progress of the division’s business and also consider them useful for investors in assessing its progress.

 

		Trillions of yen
		March 31, 2025				March 31, 2026				% Change from previous year
Loan Outstanding (NTB)		¥	1.04			¥	1.18				12.7	%
		Trillions of yen
		March 31, 2025				March 31, 2026				% Change from previous year
Investment Trust balance (NTB)		¥	40.5			¥	42.9				5.8	%
		Billions of dollars
		March 31, 2025				March 31, 2026				% Change from previous year
Assets under administration (NBL)		$	56.6			$	64.6				14.1	%

Loan Outstanding (NTB)

Loan Outstanding (NTB) represents the total outstanding balance of loans extended by NTB to individual and corporate customers. NTB’s primary loan products are securities-backed loans, with flagship offerings comprising PB (Private Banking) Loans—provided in person to high-net-worth clients—and Nomura Web Loan, which enables borrowers to complete lending and repayment entirely via an online banking service.

This figure corresponds to the figure for “Loans” disclosed on the asset side of NTB’s standalone balance sheet. Such figure is disclosed on the basis of regulatory standards based on accounting principles generally accepted in Japan and does not necessarily correspond to “Loans receivable” as disclosed by NHI on its consolidated balance sheet, which is prepared on the basis of U.S. GAAP.

Driven by new customer acquisition and marketing initiatives, Loan Outstanding (NTB) was ¥1,177 billion as of March 31, 2026, an increase of 12.7% from ¥1,044 billion as of March 31, 2025.

Investment Trust balance (NTB)

Investment Trust balance (NTB) represents the total portion of assets under custody represented by investment trusts for which NTB serves as trustee. Investment Trust balance (NTB) fluctuates based on net inflows/outflows (the difference between subscriptions and redemptions) as well as changes in asset prices.

This KPI is calculated as the total net asset value of each fund as of its respective most recent fiscal period end. Such fiscal period end may not align with the date shown, and, for funds with only annual or semi-annual accounting, such period-end may not have occurred, and the amount may not have been updated, during the relevant quarter.

The amount shown corresponds to the figure for “Investment Trusts” disclosed on the liability side of NTB’s standalone Statement of Trust Account. Such figure, which is disclosed on the basis of Japanese regulatory standards, is not included in NHI’s consolidated balance sheet.

As of March 31, 2026, the Investment Trust balance (NTB) was ¥42.9 trillion, driven by new inflows of funds and favorable market conditions, representing a 5.8% increase from ¥40.5 trillion as of March 31, 2025.

 

39

Assets under administration (NBL)

Assets under administration (NBL) represents the aggregate balance of Cayman Islands- and Luxembourg-domiciled investment trusts and other funds for which NBL is responsible for calculating the net asset value, accounting treatment, order processing, nominee management, and preparing various reports. Assets under administration (NBL) fluctuates based on net inflows/outflows (the difference between subscriptions and redemptions) as well as changes in asset prices.

As of March 31, 2026, Assets under administration (NBL) was $64.6 billion, an increase of 14.1% from $56.6 billion as of March 31, 2025. Continued inflows into both public and private-placement funds investing in private assets have driven the increase in Assets under administration (NBL).

 

40

Results of Operations

Overview

The following table provides selected consolidated statements of income information for the years ended March 31, 2024, 2025 and 2026.

 

		Millions of yen, except percentages
		Year ended March 31
		2024				2025				% Change from previous year				2026				% Change from previous year
Non-interest revenues:
Commissions		¥	364,095			¥	407,011				11.8	%		¥	455,289				11.9	%
Fees from investment banking			173,265				212,234				22.5				200,548				(5.5	)
Asset management and portfolio service fees			310,154				378,196				21.9				468,600				23.9
Net gain on trading			491,611				580,099				18.0				696,894				20.1
Gain on private equity and debt investments			11,877				7,634				(35.7	)			12,604				65.1
Gain (loss) on investments in equity securities			9,612				444				(95.4	)			13,066				—
Other			175,824				223,264				27.0				241,845				8.3
Total Non-interest revenues			1,536,438				1,808,882				17.7				2,088,846				15.5
Net interest revenue			25,562				83,603				227.1				78,867				(5.7	)
Net revenue			1,562,000				1,892,485				21.2				2,167,713				14.5
Non-interest expenses			1,288,150				1,420,521				10.3				1,627,892				14.6
Income before income taxes			273,850				471,964				72.3				539,821				14.4
Income tax expense			96,630				124,709				29.1				165,439				32.7
Net income		¥	177,220			¥	347,255				95.9	%		¥	374,382				7.8	%
Less: Net income attributable to noncontrolling interests			11,357				6,519				(42.6	)			12,253				88.0
Net income attributable to NHI shareholders		¥	165,863			¥	340,736				105.4	%		¥	362,129				6.3	%
Return on equity			5.1	%			10.0	%							10.1	%

Net revenue increased from the year ended March 31, 2025 to the year ended March 31, 2026. This increase was primarily driven by Asset management and portfolio service fees from our Wealth Management Division and Investment Management Division and Net gain on trading from our Wholesale Division. The increase in Commissions was primarily due to an increase in commissions received from brokerage for equity and equity-related products. Fees from investment banking decreased during the year ended March 31, 2026 primarily due to a decrease in revenue from underwriting and sales commission. Asset management and portfolio service fees increased as the average of assets under management increased during the year ended March 31, 2026. Net gain on trading increased during the year ended March 31, 2026, primarily due to an increase in revenue from the Fixed Income and Equities businesses. Net gain on trading also included total gains of ¥5.0 billion attributable to changes in Nomura’s own creditworthiness with respect to derivative liabilities primarily due to a widening of Nomura’s credit spread. Gain (loss) on investments in equity securities increased during the year ended March 31, 2026, primarily due to a result of market appreciation of the underlying investment during the year ended March 31, 2026. Gain (loss) on investments in equity securities includes both realized and unrealized gains and losses on investments in equity securities held for operating purposes which are our investments in unaffiliated companies, which we hold on a long-term basis in order to promote existing and potential business relationships. Other increased during the year ended March 31, 2026, primarily due to a gain on sale from the transfer of land and buildings located in Takanawa 2-chome, Minato-ku, Tokyo.

Net revenue increased from the year ended March 31, 2024 to the year ended March 31, 2025. This increase was primarily driven by Asset management and portfolio service fees from our Wealth Management Division and Investment Management Division and Net gain on trading from our Wholesale Division. The increase in Commissions was primarily due to an increase in commissions received from distribution of investment trusts. Fees from investment banking increased during the year ended March 31, 2025 primarily due to an increase in revenue from underwriting and sales commission and M&A advisory fee. Asset management and portfolio service fees increased as the average of assets under management increased during the year ended March 31, 2025. Net gain on trading increased during the year ended March 31, 2025, primarily due to an increase in revenue from the Fixed Income and Equities businesses. Net gain on trading also included total gains of ¥2.3 billion attributable to changes in Nomura’s own creditworthiness with respect to derivative liabilities primarily due to a widening of Nomura’s credit spread. Gain (loss) on investments in equity securities decreased during the year ended March 31, 2025, primarily due to a result of market correction of the underlying investment during the year ended March 31, 2025. Gain (loss) on investments in equity securities includes both realized and unrealized gains and losses on investments in equity securities held for operating purposes which are our investments in unaffiliated companies, which we hold on a long-term basis in order to promote existing and potential business relationships. Other increased during the year ended March 31, 2025, primarily due to foreign exchange gains.

 

41

Net interest revenue fluctuates by the balance and structure of total assets and liabilities, which includes trading assets and financing and lending transactions, and term structure and volatility of interest rates. Net interest revenue is an integral component of trading activity. In assessing the profitability of our overall business and of our Global Markets business in particular, we view Net interest revenue and Non-interest revenues in aggregate. For the year ended March 31, 2026, interest and dividend revenue, including a dividend from our investment in American Century Investments decreased by 9%, and interest expense decreased by 9% from the year ended March 31, 2025. As a result, Net interest revenue for the year ended March 31, 2026 decreased from the year ended March 31, 2025. For the year ended March 31, 2025, interest and dividend revenue, including a dividend from our investment in American Century Investments increased by 12%, and interest expense increased by 10% from the year ended March 31, 2024. As a result, Net interest revenue for the year ended March 31, 2025 increased from the year ended March 31, 2024.

Non-interest expenses for the year ended March 31, 2026 increased from the year ended March 31, 2025, primarily due to increase in Compensation and benefits.

Non-interest expenses for the year ended March 31, 2025 increased from the year ended March 31, 2024, primarily due to increase in Compensation and benefits.

We are subject to various taxes in Japan and we have applied the Group Tax Sharing system. The Group Tax Sharing system is only available for a national tax. Our domestic effective statutory tax rate was approximately 31% for the year ended March 31, 2024, 2025 and 2026, respectively. Furthermore, as a result of revision to Japanese domestic tax laws on March 31, 2025, Nomura’s effective statutory tax rate will increase from 31% to 31.5% for fiscal years ending on or after April 1, 2026. Our foreign subsidiaries are subject to the income taxes of the jurisdictions in which they operate, which are generally lower than those in Japan. The Company’s effective statutory tax rate in any one year is therefore dependent on our geographic mix of profits and losses and also on the specific tax treatment applicable in each jurisdiction.

Income tax expense for the year ended March 31, 2026, represented an effective tax rate of 30.6%. Nomura adopted ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” prospectively for the year ended March 2026. By the adoption of this ASU, the tax rate reconciliation is presented using the Japanese national statutory tax rate as the starting point for reconciling to the effective tax rate. The significant factors causing the difference between the effective tax rate of 30.6% and the Japanese national statutory tax rate of 25.6% were due to effect of local tax in Japan by 5.4%, the changes in deferred tax valuation allowances in U.S. which decreased the effective tax rate by 8.1%, partially offset by the changes in the increment of non-deductible expenses related to stock-based compensation which increased the effective tax rate by 2.0%, and deferred tax valuation allowance in U.K. which increased the effective tax rate by 1.8% .

Income tax expense for the year ended March 31, 2025, represented an effective tax rate of 26.4%. The significant factors causing the difference between the effective tax rate of 26.4% and the effective statutory tax rate of 31% were the changes in deferred tax valuation allowances which decreased the effective tax rate by 5.3%.

Income tax expense for the year ended March 31, 2024, represented an effective tax rate of 35.3%. The significant factors causing the difference between the effective tax rate of 35.3% and the effective statutory tax rate of 31% were the increment of non-deductible expenses which increased the effective tax rate by 6.0%, partially offset by the non-taxable income which decreased the effective tax rate by 2.5%.

 

42

Results by Business Segment

Nomura established a new Banking Division on April 1, 2025. Accordingly, our operating management and management reporting are prepared based on the Wealth Management, the Investment Management, the Wholesale and the Banking segments. We disclose business segment information in accordance with this structure from the year ended March 31, 2026. Amounts for prior periods have been reclassified to conform to the presentation for the year ended March 31, 2026.

Net gain (loss) related to economic hedging transactions, a part of realized gain (loss) on investments in equity securities held for operating purposes, our share of equity in the earnings of affiliates, corporate items and other financial adjustments are included as “Other” operating results outside of business segments in our segment information.

A part of unrealized gain (loss) on certain investments in equity securities held for operating purposes is classified as a reconciling item outside of our segment information. The following segment information should be read in conjunction with Note 23 “Segment and geographic information” in our consolidated financial statements included in this annual report. The reconciliation of our segment results of operations and consolidated financial statements is provided in Note 23 “Segment and geographic information” in our consolidated financial statements included in this annual report.

Wealth Management

Operating Results of Wealth Management

 

		Millions of yen
		Year ended March 31
		2024				2025				% Change from previous year				2026				% Change from previous year
Non-interest revenue		¥	380,563			¥	422,617				11.1	%		¥	473,282				12.0	%
Net interest revenue			6,461				10,934				69.2				14,624				33.7
Net revenue			387,024				433,551				12.0				487,906				12.5
Non-interest expenses			268,035				267,369				(0.2	)			283,882				6.2
Income before income taxes		¥	118,989			¥	166,182				39.7	%		¥	204,024				22.8	%

Net revenue increased from the year ended March 31, 2025 to the year ended March 31, 2026 primarily due to an increase in commissions earned from brokerage commissions and the distribution of investment trusts.

Net revenue increased from the year ended March 31, 2024 to the year ended March 31, 2025 primarily due to an increase in asset management fees.

Non-interest expenses increased from the year ended March 31, 2025 to the year ended March 31, 2026, primarily due to an increase in personnel expenses driven by increases in bonuses.

Non-interest expenses were largely unchanged from the year ended March 31, 2024 to the year ended March 31, 2025.

 

43

The following table shows the breakdown of Wealth Management non-interest revenues for the year ended March 31, 2025 and 2026.

 

										Millions of yen
										Year ended March 31
										2025				2026				% Change from  previous year
Commissions										¥	183,598			¥	217,533				18.5	%
Brokerage commissions											72,249				95,993				32.9
Commissions for distribution of investment trusts											65,852				66,057				0.3
Other commissions											45,497				55,483				21.9
Net gain on trading											52,483				49,331				(6.0	)
Fees from investment banking											27,323				25,550				(6.5	)
Asset management fees											156,732				176,098				12.4
Others											2,481				4,770				92.3
Non-interest revenues										¥	422,617			¥	473,282				12.0	%
Commissions increased from the year ended March 31, 2025 to the year ended March 31, 2026, primarily due to an increase in brokerage commissions. Asset management fees increased from the year ended March 31, 2025 to the year ended March 31, 2026, due to an increase in recurring revenue.   Wealth Management Client Assets   The following table presents amounts and details regarding the composition of Wealth Management client assets as of March 31, 2025 and 2026. Wealth Management client assets consist of clients’ assets under management and assets relating to variable annuity insurance products.
		Trillions of yen
		Year ended March 31, 2025
		Balance at  beginning of year				Gross inflows				Gross outflows				Market appreciation /  (depreciation)				Balance at  end of year
Equities		¥	102.5			¥	41.1			¥	(38.4	)		¥	(13.0	)		¥	92.2
Debt securities			20.1				20.5				(23.7	)			3.8				20.7
Equity investment trusts			13.3				5.4				(5.0	)			(0.4	)			13.3
Debt investment trusts			7.3				0.7				(0.5	)			(0.8	)			6.7
Overseas mutual funds			1.8				0.7				(0.2	)			(0.3	)			2.0
Others			8.6				2.5				(1.1	)			(1.1	)			8.9
Total		¥	153.6			¥	70.9			¥	(68.9	)		¥	(11.8	)		¥	143.8
		Trillions of yen
		Year ended March 31, 2026
		Balance at beginning of year				Gross inflows				Gross outflows				Market appreciation / (depreciation)				Balance at end of year
Equities		¥	92.2			¥	31.0			¥	(31.1	)		¥	25.5			¥	117.6
Debt securities			20.7				19.4				(16.7	)			(1.8	)			21.6
Equity investment trusts			13.3				4.1				(3.4	)			2.1				16.1
Debt investment trusts			6.7				0.5				(0.3	)			0.1				7.0
Overseas mutual funds			2.0				0.6				(0.1	)			0.2				2.7
Others			8.9				1.7				(0.8	)			1.0				10.8
Total		¥	143.8			¥	57.3			¥	(52.4	)		¥	27.1			¥	175.8

Wealth Management client assets increased from March 31, 2025 to March 31, 2026. The balances of our clients’ equity and equity-related products increased from March 31, 2025 to ¥117.6 trillion as of March 31, 2026, mainly due to market appreciation during the year. The balances of our clients’ investment trusts increased by ¥3.8 trillion from ¥22.0 trillion as of March 31, 2025 to ¥25.8 trillion as of March 31, 2026.

Wealth Management client assets decreased from March 31, 2024 to March 31, 2025. The balances of our clients’ equity and equity-related products decreased from March 31, 2024 to ¥92.2 trillion as of March 31, 2025, mainly due to market depreciation during the year. The balances of our clients’ investment trusts decreased by ¥0.4 trillion from ¥22.4 trillion as of March 31, 2024 to ¥22.0 trillion as of March 31, 2025.

 

44

Investment Management

Operating Results of Investment Management

 

		Millions of yen
		Year ended March 31
		2024				2025				% Change from  previous year				2026				% Change from  previous year
Non-interest revenue		¥	149,575			¥	181,010				21.0	%		¥	248,388				37.2	%
Net interest revenue			4,568				11,463				150.9				10,128				(11.6	)
Net revenue			154,143				192,473				24.9				258,516				34.3
Non-interest expenses			93,945				102,882				9.5				170,219				65.5
Income before income taxes		¥	60,198			¥	89,591				48.8	%		¥	88,297				(1.4	)%
Net revenue increased from the year ended March 31, 2025 to the year ended March 31, 2026, primarily due to an increase in gains recognized in respect of our investment in American Century Investments and an increase in management fee revenue in the asset management businesses.   Net revenue increased from the year ended March 31, 2024 to the year ended March 31, 2025, primarily due to an increase in gains recognized in respect of our investment in American Century Investments and an increase in management fee revenue in the asset management businesses.   Non-interest expenses increased from the year ended March 31, 2025 to the year ended March 31, 2026, primarily due to expenses related to acquired businesses and the recognition of impairment losses on equity interests in investees.   Non-interest expenses increased from the year ended March 31, 2024 to the year ended March 31, 2025, primarily due to an increase in personnel expenses driven by increases in bonuses.   The breakdown of net revenue for Investment Management is as follows.
		Millions of yen
		Year ended March 31
		2024				2025				% Change from previous year				2026				% Change from previous year
Business revenue(1)		¥	137,249			¥	163,688				19.3	%		¥	223,699				36.7	%
Investment gain/ loss(2)			16,894				28,785				70.4				34,817				21.0
Net revenue		¥	154,143			¥	192,473				24.9	%		¥	258,516				34.3	%

(1)

Consists of divisional revenue, other than investment gain/loss, including revenue generated by our asset management business (excluding gains and losses related to our investment in American Century Investments), revenues generated by Nomura Babcock & Brown Co., Ltd.’s aircraft leasing-related businesses and management fee revenues generated from our private equity and other investment businesses

(2)	Consists of divisional revenue attributable to investments (including fair value fluctuations, funding cost and dividends), including gains and losses related to our investment in American Century Investments, our investments held in our private equity and other investment businesses.

 

45

The following table presents assets under management of each principal Nomura entity within our Investment Management Division as of March 31, 2025 and 2026.

 

		Billions of yen
		Year ended March 31, 2025
		Balance at beginning of year				Adjustment in beginning balance(1)				Gross inflows				Gross outflows				Market appreciation / (depreciation) and other				Balance at end of year
Nomura Asset Management Co., Ltd .		¥	91,011			¥	(2,837	)		¥	34,509			¥	(33,369	)		¥	(1,264	)		¥	88,050
Nomura Corporate Research and Asset Management Inc. etc			5,588				0				1,091				(1,382	)			249				5,546
Combined total			96,599				(2,837	)			35,600				(34,751	)			(1,015	)			93,596
Shared across group companies			(7,598	)			2,837				(952	)			1,552				(97	)			(4,258	)
Total		¥	89,001			¥	0			¥	34,648			¥	(33,199	)		¥	(1,112	)		¥	89,338
		Billions of yen
		Year ended March 31, 2026
		Balance at beginning of year				Adjustment(2)				Gross inflows				Gross outflows				Market appreciation / (depreciation) and other				Balance at end of year
Nomura Asset Management Co., Ltd .		¥	88,050			¥	412			¥	39,000			¥	(38,735	)		¥	22,551			¥	111,278
Nomura Asset Management International, etc.			5,546				28,648				2,249				(3,912	)			1,584				34,115
Combined total			93,596				29,060				41,249				(42,647	)			24,135				145,393
Shared across group companies			(4,258	)			(3,536	)			(1,163	)			1,555				(1,088	)			(8,490	)
Total		¥	89,338			¥	25,524			¥	40,086			¥	(41,092	)		¥	23,047			¥	136,903

(1)	Combined total of Nomura Asset Management Co., Ltd. and Shared across group companies assets decreased similarly due to the reorganization in the Americas made on April 1, 2024.

(2)

Combined total of Nomura Asset Management International, etc and Shared across group companies increased similarly due to the transfer of Nomura Fiduciary Research & Consulting Co., Ltd. to the Investment Management Division effective April 1, 2025. Also, Combined total of Nomura Asset Management International, etc and Shared across group companies increased due to the assets under management of Macquarie Group’s Public Asset Management business acquired on December 1, 2025.

Assets under management increased primarily due to the Macquarie Acquisition during the year ended March 31, 2026.

Assets under management remained largely unchanged the year ended March 31, 2024 to the year ended March 31, 2025.

The following table presents Nomura Asset Management Co., Ltd.’s market share, in terms of net asset value, of the Japanese publicly offered investment trusts market as of March 31, 2024, 2025 and 2026.

 

		March 31
		2024				2025				2026
Total of publicly offered investment trusts			26	%			25	%			25	%
Equity investment trusts			25	%			24	%			23	%
Debt investment trusts			44	%			44	%			43	%

(Source) Nomura’s own calculation based on data published by the Investment Trusts Association, Japan.

Investment trust assets included in assets under management by Nomura Asset Management Co., Ltd. were ¥78.0 trillion as of March 31, 2026, which represents a ¥15.9 trillion (26%) increase compared to March 31, 2025. This increase was due to net inflows of ¥0.6 trillion and market appreciation of ¥15.3 trillion. The balances of certain investment trusts, including TOPIX Exchange Traded Fund and NIKKEI 225 Exchange Traded Fund also increased.

Investment trust assets included in assets under management by Nomura Asset Management Co., Ltd. were ¥62.1 trillion as of March 31, 2025, which represents a ¥0.8 trillion (1%) decrease compared to March 31, 2024. This decrease was due to net inflows of ¥1.6 trillion and market depreciation of ¥2.4 trillion. Despite such market depreciation, the balances of certain investment trusts, including TOPIX Banks Exchange Traded Fund and Nomu Wrap Fund increased.

 

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Wholesale

Operating Results of Wholesale

The operating results of our Wholesale Division comprise the combined results of our Global Markets and Investment Banking businesses. Our Global Markets business comprises our Fixed Income and Equities businesses.

 

		Millions of yen
		Year ended March 31
		2024				2025				% Change from previous year				2026				% Change from previous year
Non-interest revenue		¥	875,664			¥	1,015,803				16.0	%		¥	1,168,966				15.1	%
Net interest revenue			(9,517	)			42,135				—				(6,737	)			—
Net revenue			866,147				1,057,938				22.1				1,162,229				9.9
Non-interest expenses			812,236				891,656				9.8				961,662				7.9
Income before income taxes		¥	53,911			¥	166,282				208.4	%		¥	200,567				20.6	%
Net revenue increased from the year ended March 31, 2025 to the year ended March 31, 2026. Fixed Income revenues in Global Markets increased due to a strong performance in spread products. Equities revenues in Global Markets increased primarily due to increase in equity products and execution services. Investment Banking revenues increased primarily due to strong performance in Japan and overseas during the year ended March 31, 2026.   Net revenue increased from the year ended March 31, 2024 to the year ended March 31, 2025. Fixed Income revenues in Global Markets increased due to a strong performance in spread products. Equities revenues in Global Markets increased primarily due to increase in equity products and execution services. Investment Banking revenues increased primarily due to strong performance in Japan and overseas during the year ended March 31, 2025.   Non-interest expenses increased from the year ended March 31, 2025 to the year ended March 31, 2026, primarily due to the impact of a weaker yen on the translation of non-yen denominated overseas expenses, and increase in compensation expenses compared to previous year.   Non-interest expenses increased from the year ended March 31, 2024 to the year ended March 31, 2025, primarily due to the impact of a weaker yen on the translation of non-yen denominated overseas expenses, and increase in compensation expenses compared to previous year.   The following table presents a breakdown of net revenue for Wholesale for the year ended March 31, 2024, 2025 and 2026.
		Millions of yen
		Year ended March 31
		2024				2025				% Change from previous year				2026				% Change from previous year
Wholesale net revenue:
Global Markets net revenue		¥	707,113			¥	874,622				23.7	%		¥	968,122				10.7	%
Investment Banking net revenue			159,034				183,316				15.3				194,107				5.9
Net revenue		¥	866,147			¥	1,057,938				22.1	%		¥	1,162,229				9.9	%

Global Markets

We have a proven track record in sales and trading of debt securities, equity securities, and foreign exchange, as well as derivative products referencing these financial instruments to domestic and overseas institutional investors. In response to the increasingly diverse and complex needs of our clients, we continue to enhance our trading and product origination capabilities to offer superior products not only to domestic and overseas institutional investors, but also to our Wealth Management and Investment Management Divisions. This cross-divisional approach also extends to Investment Banking, where close collaboration leads to high value-adding solutions for our clients. These ties enable us to identify the types of products of interest for investors and develop and deliver products that meet their needs. We continue to develop extensive ties with institutional investors in Japan and international markets, as well as wealthy investors, public-sector agencies, and regional financial institutions in Japan, and government agencies, financial institutions, and corporations around the world.

 

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