Nomura Holdings Inc. Sponsored ADR

Company Overview

Business Model: Nomura Holdings, Inc. is a leading financial services group in Japan, operating globally to provide investment, financing, and related services. It serves a diverse client base including individuals, corporations, financial institutions, governments, and governmental agencies. The business is structured into Wealth Management, Investment Management, Wholesale, and a new Banking Division established effective April 1, 2025. The Group Purpose, established April 2024, is "We aspire to create a better world by harnessing the power of financial markets," with a Management Vision for fiscal 2030 focused on "Reaching for Sustainable Growth."

Market Position: Nomura Holdings, Inc. holds a leading position in the Japanese financial services sector. Its Wholesale division maintains an industry-leading market share on the Tokyo Stock Exchange. Globally, Nomura Holdings, Inc. operates in key financial centers including Japan, the U.S., the U.K., Singapore, and Hong Kong. Nomura Asset Management Co., Ltd. commands a 25% market share of Japanese publicly offered investment trusts (NAV) as of March 31, 2025, with 24% in Equity and 44% in Debt. The company competes globally with a broad range of financial institutions, including brokers, dealers, investment banking firms, commercial banks, investment advisors, online securities firms, FinTech companies, and non-financial companies.

Recent Strategic Developments: Nomura Holdings, Inc. established a new Banking Division effective April 1, 2025, to leverage The Nomura Trust and Banking Co., Ltd. and Nomura Bank (Luxembourg) S.A. for private markets and bespoke products. The company formulated its Management Vision for fiscal 2030, "Reaching for Sustainable Growth," in May 2024, following the adoption of its Group Purpose in April 2024. In 2023, Nomura Holdings, Inc. sold a stake in Capital Nomura Securities Public Company Limited. The company withdrew from the Net Zero Banking Alliance (NZBA) in March 2025, having joined in September 2021. The Nomura Group Code of Conduct was revised in March 2025 to strengthen mutual support and enhance risk management.

Geographic Footprint: Nomura Holdings, Inc.'s primary operational regions include Japan, the U.S., the U.K., Singapore, and Hong Kong. In Japan, its Wealth Management division operates through 104 local branches. The company maintains significant presences in Europe (Germany, France, Luxembourg, Switzerland, Netherlands) and other Asia-Pacific markets (Australia, India, China). Research offices are strategically located in Tokyo, Hong Kong, other Asia-Pacific markets, London, and New York, with offshore service entities in India supporting Wholesale operations.

Cross-Border Operations: Nomura Holdings, Inc. operates through an extensive network of international subsidiaries, including Nomura Securities International, Inc. (U.S.), Nomura International plc (U.K.), Nomura International (Hong Kong) Limited (Hong Kong), Nomura Singapore Limited (Singapore), and Nomura Orient International Securities Co., Ltd. (China, 51% owned). The 51% ownership in Nomura Orient International Securities Co., Ltd. represents a key joint venture. The company is subject to a complex multi-jurisdictional regulatory framework, including compliance with regulations from the Financial Services Agency (Japan), SEC, CFTC, FINRA, NFA (U.S.), PRA, FCA (U.K.), and various EU regulators. This includes adherence to international standards for anti-money laundering, counter-terrorism financing, and tax reporting such as FATCA.

Financial Performance

Revenue Analysis

Profitability Metrics (Year ended March 31, 2025):

• Operating Margin: 24.9%
• Net Margin: 18.0%
• Return on equity: 10.0%

Investment in Growth:

• Capital Expenditures: ¥189,971 million
• Strategic Investments: A new facility plan in Tokyo (Nihonbashi 1-Chome Naka Area Type 1 Urban Area Redevelopment Project) is underway, with estimated total expenditures of ¥149,200 million, of which ¥22,109 million has already been paid. Completion is expected by March 2026.

Currency Impact Analysis:

• Net gain on trading for the year ended March 31, 2025, included ¥2.3 billion in gains from changes in Nomura Holdings, Inc.'s own creditworthiness, compared to ¥13.8 billion in losses for the prior year.
• Other operating results for the year ended March 31, 2025, included a ¥1,443 million positive impact from own creditworthiness on derivative liabilities and ¥828 million in gains from counterparty credit spreads.
• Cumulative translation adjustments in other comprehensive income resulted in a (¥35,768 million) loss in 2025, a significant shift from a ¥204,507 million gain in 2024.
• A substantial portion of Nomura Holdings, Inc.'s business is denominated in U.S. Dollars, British Pounds, and Euros.
• Non-Japanese Yen denominated long-term debt constituted 62.4% of total long-term debt outstanding as of March 31, 2025.
• The liquidity portfolio as of March 31, 2025, was diversified across currencies: Japanese Yen ¥2,868.2 billion, U.S. Dollar ¥4,840.2 billion, Euro ¥1,234.6 billion, British Pound ¥662.5 billion, and Others ¥551.2 billion, totaling ¥10,156.7 billion.
• Nomura Holdings, Inc. employs financial instruments and strategies to hedge exposure to financial risks, including fair value hedges for interest rate and foreign currency risk, and net investment hedges for foreign operations.

Business Segment Analysis

Wealth Management Division

Financial Performance:

• Revenue: ¥451.5 billion (+12.2% YoY)
• Operating Margin: 37.8%
• Key Growth Drivers: Performance was driven by increased sales of investment trusts through face-to-face channels and the expansion of recurring revenue assets via consulting services.
• Recurring revenue assets reached ¥23.5 trillion (+2.3% YoY) as of March 31, 2025.
• Net inflows of recurring revenue assets were ¥1,374.0 billion (+95.7% YoY) in 2025.

Product Portfolio:

• The division serves individuals and corporations primarily in Japan, offering a range of investment trusts and consulting services.
• Related loans amounted to ¥992.7 billion.

Market Dynamics:

• Operations are conducted through 104 local branches across Japan and via online services.
• The number of flow business clients was 1,644 thousand (-2.9% YoY) as of March 31, 2025.
• Workplace Services clients totaled 3,883 thousand (+7.0% YoY) as of March 31, 2025.

Geographic Revenue Distribution:

• The Wealth Management Division's operations are primarily concentrated in Japan.

Investment Management Division

Financial Performance:

• Revenue: ¥192.5 billion (+25.0% YoY)
• Operating Margin: 46.5%
• Key Growth Drivers: Growth was primarily attributable to increased gains from American Century Investments, higher management fees, and significant net inflows.
• Net inflows for 2025 were ¥2.6 trillion.
• Assets under management (AUM) reached ¥89.3 trillion (+0.4% YoY) as of March 31, 2025.
• Alternative assets under management grew to ¥2,608.2 billion (+40.2% YoY) as of March 31, 2025.

Product Portfolio:

• The division provides a diverse range of investment strategies and products globally.
• The "Nomu Wrap Fund" balance stood at ¥1.0 trillion.
• Investment trust assets in AUM by Nomura Asset Management Co., Ltd. were ¥62.1 trillion (-1% YoY) as of March 31, 2025.

Market Dynamics:

• Nomura Asset Management Co., Ltd. holds a significant market share in Japanese publicly offered investment trusts (NAV) as of March 31, 2025, with 25% overall, 24% in Equity, and 44% in Debt.
• Nomura Holdings, Inc. held a 39.74% economic interest in American Century Companies, Inc. as of March 31, 2025.

Geographic Revenue Distribution:

• The Investment Management Division offers its products and services on a global scale.

Wholesale Division

Financial Performance:

• Revenue: ¥1,057.9 billion (+22.1% YoY)
• Operating Margin: 15.7%
• Cost-to-income ratio: 84% (2025), an improvement from 94% (2024) and 96% (2023).
• Revenue/modified RWA: 7.6% (2025), up from 6.8% (2024) and 6.5% (2023).

Product Portfolio:

• Global Markets: This segment encompasses trading, sales, and structuring of fixed income and equity products, alongside structured financing. It acts as primary dealers in Japanese government securities and in select markets across Asia, Europe, and the U.S.
  • Fixed Income Net revenue: ¥499.2 billion (2025).
  • Equities Net revenue: ¥375.4 billion (2025).
• Investment Banking: Services include advisory, financing, underwriting, and M&A.
  • Investment Banking Net revenue: ¥183.3 billion (2025).
  • Key Growth Drivers (2025): Significant increases in underwriting and sales commission, as well as M&A advisory fees.

Market Dynamics:

• The Wholesale division maintains an industry-leading market share on the Tokyo Stock Exchange.
• Offshore service entities in India provide support for Wholesale operations.

Geographic Revenue Distribution:

• The Wholesale division operates globally, with significant presences in Japan, the U.S., the U.K., Singapore, and Hong Kong.
• Leveraged Finance Exposure as of March 31, 2025, was distributed across Europe (¥161,778 million), Americas (¥228,213 million), and Asia and Oceania (¥29,115 million).

Banking Division

Financial Performance:

• The Banking Division was established effective April 1, 2025. No financial performance data is available for the fiscal year ended March 31, 2025.

Product Portfolio:

• The division leverages the capabilities of The Nomura Trust and Banking Co., Ltd. and Nomura Bank (Luxembourg) S.A. to offer private markets and bespoke products.

Market Dynamics:

• Focuses on specialized financial services for private markets.

Geographic Revenue Distribution:

• Operations are based in Japan (The Nomura Trust and Banking Co., Ltd.) and Luxembourg (Nomura Bank (Luxembourg) S.A.).

International Operations & Geographic Analysis

Geographic Financial Activity Indicators:

International Business Structure:

• Subsidiaries: Nomura Holdings, Inc. operates through a comprehensive network of wholly-owned and majority-owned subsidiaries globally. Key international subsidiaries include Nomura Securities International, Inc. (U.S.), Nomura International plc (U.K.), Nomura International (Hong Kong) Limited (Hong Kong), Nomura Singapore Limited (Singapore), Nomura Australia Limited, Nomura Financial Products Europe GmbH (Germany), Banque Nomura France (France), Nomura Bank (Luxembourg) S.A. (Luxembourg), Nomura Bank (Switzerland) Ltd. (Switzerland), and Nomura Services India Private Limited (India).
• Joint Ventures: Nomura Orient International Securities Co., Ltd. in China is a significant joint venture, with Nomura Holdings, Inc. holding a 51% ownership stake.
• Cross-Border Trade: While specific product export/import details are not provided, Nomura Holdings, Inc.'s financial services inherently involve cross-border transactions and capital flows across its global network.
• Transfer Pricing: The company's international tax strategy and compliance framework address transfer pricing, which is subject to multi-jurisdictional regulatory scrutiny.

Capital Allocation Strategy

Shareholder Returns:

• Nomura Holdings, Inc. maintains a dividend policy targeting a consolidated payout ratio of at least 40% of semi-annual consolidated earnings, with a total payout ratio (dividends + share buybacks) of at least 50%.
• Share Repurchases: During the year ended March 31, 2025, Nomura Holdings, Inc. repurchased 63.52 million shares for ¥58,835 million.
• Dividend Payments: Total dividend payments amounted to ¥168,477 million for the year ended March 31, 2025, with dividends per share of ¥57.00 (Q2 ¥23.00, Q4 ¥34.00 including a ¥10.00 commemorative dividend).
• Future Capital Return Commitments: On April 25, 2025, the Board authorized a new share buyback program to purchase up to 100,000,000 NHI shares or ¥60 billion from May 15, 2025, to December 30, 2025. Nomura Holdings, Inc. is actively considering further share buybacks.

Balance Sheet Position (Millions of yen, as of March 31, 2025):

• Cash and Equivalents: ¥4,424,462 million
• Total Debt: Approximately ¥14,490,970 million (comprising ¥1,117,292 million in short-term borrowings and ¥13,373,678 million in long-term borrowings).
• Debt Maturity Profile: The average maturity for plain vanilla debt securities and borrowings (over 1 year) was 4.1 years, for structured loans and structured notes (over 1 year) was 9.0 years, and for the entire long-term debt portfolio (over 1 year) was 6.6 years as of March 31, 2025. Non-Japanese Yen denominated long-term debt accounted for 62.4% of the total long-term debt outstanding.

Cash Flow Generation (Billions of yen, Year ended March 31, 2025):

• Operating Cash Flow: (¥678.6) billion (Net cash used in operating activities).
• Free Cash Flow: (¥868.571) billion (Operating Cash Flow less Capital Expenditures).

Currency Management:

• Nomura Holdings, Inc. utilizes financial instruments and strategies, including fair value hedges and net investment hedges, to manage its multi-currency exposures.

Operational Excellence

Production & Service Model: Nomura Holdings, Inc. operates a diversified financial services model. Its Wealth Management division delivers investment and financial planning services through a network of 104 local branches and online platforms in Japan. The Investment Management division provides global investment strategies and products. The Wholesale division encompasses Global Markets activities (trading, sales, structuring of fixed income and equity products, structured financing) and Investment Banking services (advisory, financing, underwriting, M&A). A new Banking Division, effective April 1, 2025, focuses on private markets and bespoke products, leveraging The Nomura Trust and Banking Co., Ltd. and Nomura Bank (Luxembourg) S.A. Research capabilities are supported by offices in major financial hubs globally.

Global Supply Chain Architecture: Key Suppliers & Partners:

• Technology Partners: Nomura Research Institute, Ltd. (23.0% owned by Nomura Holdings, Inc.) is a key partner, from which Nomura Holdings, Inc. purchased ¥22,976 million in software/computer equipment and paid ¥44,239 million for other services in 2025.
• Investment Partners: Nomura Holdings, Inc. held a 39.74% economic interest in American Century Companies, Inc. as of March 31, 2025, contributing to Investment Management revenue.

Facility Network:

• Headquarters: The principal head office is located in Tokyo, Japan, spanning 826,317 square feet.
• Major Offices in Japan: Significant office spaces are maintained in Osaka (127,348 sq ft), Nagoya (89,567 sq ft), and for Nomura Asset Management Co., Ltd. in Tokyo (128,715 sq ft).
• Major International Offices: Key international offices include Nomura International plc in London (290,403 sq ft), Nomura Securities International, Inc. in New York (183,265 sq ft), and Nomura International (Hong Kong) Limited in Hong Kong (83,506 sq ft).
• Offshore Service Center: Nomura Services India Private Limited operates a substantial facility in Mumbai (217,668 sq ft).
• New Development: A new facility is under construction in Tokyo as part of the Nihonbashi 1-Chome Naka Area Type 1 Urban Area Redevelopment Project, with an estimated total expenditure of ¥149,200 million and expected completion by March 2026.
• Asset Value: The aggregate net book value of owned land and buildings was ¥89 billion, and owned equipment was ¥27 billion as of March 31, 2025.

Operational Metrics:

• Common equity Tier 1 capital ratio: 14.52% as of March 31, 2025, exceeding the target of at least 11% (with a new upper limit of 14% announced in May 2025).
• Average Liquidity Coverage Ratio (LCR) for the three months ended March 31, 2025: 234.1%.
• Net Stable Funding Ratio (NSFR) as of March 31, 2025: Compliant.
• Total liquidity portfolio: ¥10,156.7 billion as of March 31, 2025.
• Aggregate of liquidity portfolio and other unencumbered assets: ¥12,588.9 billion as of March 31, 2025, representing 262.1% of total unsecured debt maturing within one year.

Market Access & Customer Relationships

Go-to-Market Strategy: Distribution Channels:

• Direct Sales: The Wealth Management division in Japan leverages a network of 104 local branches to maintain direct customer relationships.
• Digital Platforms: Nomura Holdings, Inc. utilizes online services for its Wealth Management clients in Japan, enhancing digital market access.
• Global Presence: The Wholesale division employs a global go-to-market strategy, operating across major financial centers in Japan, the U.S., the U.K., Singapore, Hong Kong, and other Asia-Pacific and European markets.

Customer Portfolio:

• Nomura Holdings, Inc. serves a broad and diverse customer base, including individuals, corporations, financial institutions, governments, and governmental agencies.
• Credit Risk Concentration: As of March 31, 2025, Nomura Holdings, Inc. had credit risk concentrations in debt securities issued by the Japanese Government, U.S. Government, British Government (U.K.), EU Governments, their states, municipalities, and agencies, which collectively represented 17% of total assets.

Regional Market Penetration:

• Japan: Nomura Holdings, Inc. demonstrates strong market penetration in Japan, with its Wealth Management division serving a wide client base, Nomura Asset Management Co., Ltd. holding a significant market share in publicly offered investment trusts, and the Wholesale division maintaining an industry-leading market share on the Tokyo Stock Exchange.
• Global Markets: The Wholesale division acts as primary dealers in Japanese government securities and in select markets across Asia, Europe, and the U.S., indicating broad international market access.

Competitive Intelligence

Global Market Structure & Dynamics

Industry Characteristics: Nomura Holdings, Inc. operates within a highly competitive and dynamic global financial services industry. The market is characterized by intense competition from a wide array of entities, including traditional brokers, dealers, investment banking firms, commercial banks, investment advisors, online securities firms, FinTech companies, and non-financial companies. In Japan, competition has intensified due to deregulation and the increased presence of global firms and consolidated financial groups. The industry is also subject to significant and evolving regulatory changes globally, including capital adequacy requirements (e.g., Basel III, TLAC), market infrastructure regulations (e.g., MiFIR, MiFID), operational resilience frameworks (e.g., DORA), and environmental, social, and governance (ESG) regulations. Key external factors driving industry evolution include geopolitical events, financial market fluctuations, economic conditions, and governmental fiscal and monetary policy changes.

Competitive Positioning Matrix:

Direct Competitors

Primary Competitors:

• Nomura Holdings, Inc. faces direct competition from a diverse group of global financial institutions, including major investment banks, commercial banks, and specialized financial service providers. Specific competitor names are not disclosed in the filing.

Regional Competitive Dynamics:

• The competitive landscape in Japan has become more challenging due to ongoing deregulation and the growing presence of both global financial firms and large domestic consolidated financial groups. This necessitates continuous adaptation and strategic differentiation within its home market.

Risk Assessment Framework

Strategic & Market Risks

Global Market Dynamics:

• Financial Market Fluctuations: Exposure to losses from adverse movements in interest rates, foreign exchange rates, and security prices.
• Economic Conditions: Sensitivity to changes in global and regional economic conditions, including potential for extended market declines.
• Geopolitical Events: Risks stemming from military disputes, acts of terrorism, political instability, and increasing trade fragmentation.
• Governmental Policy Changes: Impact of shifts in governmental fiscal and monetary policies, such as the Bank of Japan's recent interest rate adjustments.
• Sustainability Factors: Risks and opportunities related to environmental, social, and governance factors.
• Customer Concentration: Credit risk concentrations in debt securities issued by various governments (Japanese, U.S., British, EU, and their agencies), representing 17% of total assets as of March 31, 2025.

Operational & Execution Risks

Global Supply Chain Vulnerabilities:

• Regional Disruptions: Exposure to natural disasters (e.g., severe earthquakes in Tokyo) and infectious diseases impacting operations.
• Operational Risk: Risk of financial loss or non-financial impacts due to inadequate or failed internal processes, people, systems, or external events, encompassing compliance, legal, IT, information security, cyber, fraud, and third-party risks.
• Risk Management Failures: Potential for losses due to ineffective hedging strategies or failures in model risk management.
• Misconduct/Fraud: Risks associated with employee misconduct, fraud, and external threats like phishing scams.
• System Failure/Cybersecurity: Vulnerabilities to unauthorized data disclosure, system failures, and evolving cybersecurity threats.
• Talent Management: Inability to attract, hire, or retain qualified personnel.

Financial & Regulatory Risks

Currency & Financial Risks:

• Foreign Exchange Risk: Exposure to fluctuations in foreign exchange rates affecting financial asset and liability valuations.
• Interest Rate Risk: Sensitivity to changes in interest rates impacting financial asset and liability valuations.
• Liquidity Risk: Risk of inability to meet financial obligations due to declining creditworthiness or adverse market conditions.
• Credit Risk: Risk of loss from obligor default, insolvency, or legal proceedings.
• Model Risk: Risk of financial loss or incorrect decision-making arising from errors in models or their inappropriate application.
• Deferred Tax Asset Impact: Impact of changes in tax rates, such as the increase in Japan's statutory tax rate to 31.5% from April 1, 2026.

Regulatory & Compliance Risks:

• Multi-Jurisdictional Compliance: Complex regulatory environment across Japan, U.S., U.K., and EU, requiring adherence to diverse laws and regulations.
• Trade Regulations: Compliance with export controls, sanctions, and other trade-related regulations.
• Tax Regulations: Risks related to international tax planning, transfer pricing, and compliance with regulations like FATCA.
• Tightening Regulations: Ongoing impact of evolving regulatory frameworks such as Basel III, Total Loss-Absorbing Capacity (TLAC) requirements, and increased capital adequacy, liquidity, and leverage ratios.
• Legal/Regulatory Actions: Exposure to legal and regulatory penalties, administrative actions (e.g., related to JGB futures transactions).
• Anti-Money Laundering/Counter-Terrorism Financing: Risks of non-compliance with international AML/CTF regulations.
• Conflicts of Interest: Risks associated with managing potential conflicts of interest in a diversified financial services group.

Geopolitical & External Risks

Country-Specific Risks:

• Political Risk: Risks from government instability and policy changes in various operating jurisdictions.
• Economic Risk: Exposure to currency devaluation and economic instability in specific countries.
• Regulatory Changes: Impact of local law changes affecting operations, including new U.S. SEC rules, EU CRRIII, MiFIR II, MiFID III, UK Short Selling Regulations 2025, EU AML Package, and data protection laws (EU GDPR, UK GDPR, DORA).
• Natural Disasters: Potential for significant disruption from natural disasters, such as severe earthquakes in Tokyo.
• Pandemics: Risks associated with widespread infectious diseases.

Innovation & Technology Leadership

Research & Development Focus: Global R&D Network:

• Nomura Holdings, Inc. maintains research offices in key global financial centers, including Tokyo, Hong Kong, other Asia-Pacific markets, London, and New York.
• The company's R&D efforts are focused on enhancing its technology platform across all divisions (Wealth Management, Investment Management, Wholesale, and Banking). This includes core system improvements, development of internet and smartphone platforms, integration of third-party services, digital marketing initiatives, advanced automation, robust risk management systems, data governance frameworks, and sophisticated trading capabilities.

Technology Partnerships:

• Strategic Alliances: Nomura Holdings, Inc. holds a 23.0% ownership stake in Nomura Research Institute, Ltd. (NRI), a key technology partner from which it procures significant software, computer equipment, and other services.
• Research Collaborations: Nomura Holdings, Inc. also holds a 51% stake in BOOSTRY Co., Ltd., indicating a strategic collaboration in areas related to blockchain and digital assets.

Leadership & Governance

Executive Leadership Team (as of June 23, 2025, or as proposed for June 24, 2025)

International Management Structure:

• Key executive roles, such as the Chief Risk Officer and the Head of Wholesale/Chairman of Investment Management, are based in New York, reflecting the global nature of Nomura Holdings, Inc.'s operations.
• A dedicated Head of China Committee indicates a strategic focus on the Chinese market.
• The Group Chief Information Officer (CIO) has over 35 years of experience in engineering, IT, Operations, and information security. The Group Chief Information Security Officer (CISO) has over 25 years of experience in leading cybersecurity teams at financial institutions, and the Group Chief Data Officer (CDO) has over 25 years of experience in data and analytics-led business transformation.

Board Composition:

• The Board of Directors comprises 12 members, with Koji Nagai serving as Chairman.
• The Board includes eight outside directors: Laura Simone Unger, Victor Chu, J.Christopher Giancarlo, Patricia Mosser, Takahisa Takahara, Miyuki Ishiguro, Masahiro Ishizuka, and Taku Oshima. Nellie Liang is proposed as a new Outside Director.
• The Audit Committee consists of three Directors, two of whom are outside directors, all meeting Rule 10A-3 independence requirements, with Mr. Masahiro Ishizuka qualifying as an "audit committee financial expert."
• The Nomination Committee and Compensation Committee each have three Directors, two of whom are outside directors, with all three scheduled to become outside directors after the June 24, 2025 Annual General Meeting of Shareholders. An outside director chairs both committees.
• Outside directors hold regular executive sessions without management present.

Regulatory Environment & Compliance

Multi-Jurisdictional Regulatory Framework: Primary Regulatory Environments:

• Japan: Nomura Holdings, Inc. is regulated by the Financial Instruments and Exchange Act (FIEA) and the Financial Services Agency (FSA). Nomura Securities Co., Ltd. (NSC) and Nomura Financial Products & Services, Inc. (NFPS) are "Financial Instruments Firms (Category I)" requiring a capital adequacy ratio of at least 120%. Nomura Holdings, Inc. is a "Final Designated Parent Company" subject to Basel rule-based consolidated regulatory capital adequacy ratios. The FIEA was amended to include "electronically recorded transferable rights" (ERTRs) and "crypto assets" as "Financial Instruments."
• U.S.: Operations are regulated by the SEC, CFTC, FINRA, NFA, and state regulators. Nomura Securities International, Inc. (NSI) and Instinet, LLC (ILLC) are registered broker-dealers. Nomura Global Financial Products Inc. (NGFP) is an OTC derivatives dealer, CFTC Swap Dealer, and SEC Security Based Swap Dealer. NSI is also an FCM.
• U.K. and Europe: Nomura Europe Holdings plc (NEHS), Nomura International plc (NIP), and Nomura Bank International plc (NBI) are prudentially regulated by the PRA. NEHS is subject to the Trading Activity Wind-down (TWD) policy from March 3, 2025. EU entities (Nomura Financial Products Europe GmbH, Banque Nomura France, Nomura Bank (Luxembourg) S.A.) are subject to CRR and local regulations.
• Asia: Nomura International (Hong Kong) Limited (NIHK) and Nomura Singapore Ltd (NSL) comply with relevant regulatory capital requirements in their respective jurisdictions.

Cross-Border Compliance:

• Export Controls: Nomura Holdings, Inc. operates in a global environment subject to various export control regulations.
• Sanctions Compliance: The company adheres to multi-jurisdictional sanctions regimes.
• Anti-Corruption: Compliance programs are in place to address anti-bribery laws, including the FCPA and local anti-bribery statutes.
• Anti-Money Laundering/Counter-Terrorism Financing: Nomura Holdings, Inc. is subject to international AML/CTF regulations, such as the USA PATRIOT Act of 2001 and the EU AML Package.
• Data Protection: Compliance with data protection regulations, including EU GDPR and UK GDPR, is maintained. The Digital Operational Resilience Act (DORA) (Regulation (EU) 2022/2554) was implemented by January 17, 2025.

International Tax Strategy:

• Transfer Pricing: Nomura Holdings, Inc.'s inter-company transactions and policies are subject to transfer pricing regulations and documentation requirements across jurisdictions.
• Tax Treaties: The company leverages tax treaties to manage international tax obligations. For non-resident shareholders, Japanese withholding tax on dividends is 15% (or 20% for 3%+ individual holders), with a 2.1% surtax until December 31, 2037. Treaties, such as the Japan-U.S. Tax Treaty, can reduce this rate to 10% for portfolio investors or provide exemptions for qualified U.S. pension funds.
• FATCA Compliance: Nomura Holdings, Inc. complies with FATCA (2010) reporting requirements for foreign financial institutions.
• BEPS Compliance: The company's international tax planning considers Base Erosion and Profit Shifting (BEPS) regulations.

Environmental & Social Impact

Global Sustainability Strategy: Environmental Commitments:

• Climate Strategy: Nomura Holdings, Inc. is committed to achieving net zero greenhouse gas (GHG) emissions for its own operations by 2030 and for its lending and investment portfolios by 2050.
• Carbon Neutrality: The company targets net zero GHG emissions for its own operations by 2030.

Regional Sustainability Initiatives:

• Sustainable Finance: Nomura Holdings, Inc. aims to facilitate $125 billion in sustainable finance projects over the five years ending March 31, 2026.
• ESG Requirements: The company's operations and lending/investment portfolios are subject to intensifying ESG expectations from regulators, including the FCA's anti-greenwashing rule (effective May 2024) and voluntary sustainable investment labelling system (from July 31, 2024) in the U.K., and EBA guidelines on ESG risks applicable to Nomura Holdings, Inc.'s EU subsidiaries from January 11, 2026. California enacted laws in 2023 requiring GHG emissions (Scopes 1, 2, 3) and climate risk reports.
• CSRD Scope: The European Commission's "Omnibus package" (February 26, 2025) includes a two-year delay for CSRD scope (FY 2025 reporting in 2026), approved April 15, 2025.
• EU Green Bond Regulation: Regulation (EU) 2023/2631 became applicable in December 2024.

Social Impact by Region:

• Community Investment: Nomura Holdings, Inc. has a long-standing commitment to financial education programs in Japan, which have been running for over 20 years.

Currency Management & Financial Strategy

Multi-Currency Operations: Currency Exposure:

• A significant portion of Nomura Holdings, Inc.'s business activities and financial positions are denominated in U.S. Dollars, British Pounds, and Euros.
• Non-Japanese Yen denominated long-term debt constitutes 62.4% of the total long-term debt outstanding as of March 31, 2025.

Hedging Strategies:

• Transaction Hedging: Nomura Holdings, Inc. employs various financial instruments and strategies to manage short-term foreign exchange risk arising from its multi-currency transactions.
• Translation Hedging: Foreign currency derivatives are designated to hedge net investments in foreign operations, with effective portions of gains and losses recognized in other comprehensive income.
• Economic Hedging: While not explicitly detailed as a separate category, the company's comprehensive risk management framework and diversified global operations inherently provide a degree of natural and economic hedging against long-term currency fluctuations and competitive exposures.
• Fair value hedges are utilized to mitigate interest rate risk on financial liabilities and foreign currency risk on debt securities.