重大事件
外國發行人報告
6-K
2026-07-17
野村控股提交6-K 年度業績:收入4.76兆日圓,淨利3621億日圓,ROE達10.09%
AI 繁中摘要
野村控股(Nomura Holdings, Inc.)於2026年7月17日向美國SEC提交6-K表格,內容為截至2026年3月31日止財政年度的年度證券報告英文翻譯摘錄。
📊 **業績重點(財政年度2026年3月)**
- 總收入:4,758,486 百萬日元 📈
- 淨收入(Net revenue):2,167,713 百萬日元
- 稅前利潤:539,821 百萬日元
- 歸屬於股東的淨利潤:362,129 百萬日元(每股基本盈利123.08日元,攤薄118.99日元)
- 股東權益回報率(ROE):10.09%
- 每股股東權益:1,277.99日元
- 總資產:62,645,925 百萬日元;股東權益比率5.9%
- 經營現金流:-842,960 百萬日元(主要受市場活動影響)
📌 **業務分部**
- **財富管理**:持續擴展經常性收入資產,透過數碼及分行網絡提供綜合財富管理服務。
- **投資管理**:2025年12月收購Macquarie Group的美國及歐洲公開資產管理業務,擴大管理資產規模及產品多元化。
- **批發業務**:強化全球市場及投資銀行服務,專注結構融資、國際財富管理及利率/外匯解決方案。
- **銀行業務**:2025年4月新設,結合信託及銀行能力,推出存款掃描服務,提升客戶便利性。
🎯 **管理層展望與策略**
- 中期目標(至2030財年):ROE達10-12%+,稅前利潤超過7,500億日元。
- 三大支柱:深化日本特許經營的全球策略、加速穩定收益增長、進一步推廣平台策略。
- 成本控制及資本效率改善持續推進。
- 風險管理:透過三線防禦框架,強化合規與行為風險文化。
🌱 **可持續發展**
- 自身營運溫室氣體排放(範疇1&2)目標2030/31財年淨零;投資組合(範
展開英文正文
6-K 1 d10358d6k.htm FORM 6-K FORM 6-K Table of Contents 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): Table of Contents 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. Table of Contents 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 Table of Contents 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 Table of Contents 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 Table of Contents (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 Table of Contents 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 Table of Contents 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 Table of Contents (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 Table of Contents 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 Table of Contents 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 Table of Contents 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 Table of Contents 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. 10 Table of Contents # 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. 11 Table of Contents 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 s