Nomura Holdings Inc 6-K, filed May 2, 2023
Nomura Holdings Inc (NMR)
About this 6-K
Nomura Holdings Inc filed this 6-K on May 2, 2023.
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 May 2023
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
Information furnished on this form:
| Exhibit Number | ||
| 1. | Nomura Finalizes Details of Disposition of Treasury Shares as Stock Award | |
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NOMURA HOLDINGS, INC. | ||||
| Date: May 2, 2023 |
By: | /s/ Yoshifumi Kishida | ||
| Yoshifumi Kishida | ||||
| Senior Managing Director | ||||
Table of Contents
Nomura Finalizes Details of Disposition of Treasury Shares as Stock Award
Tokyo, May 2, 2023—Nomura Holdings, Inc. (the “Company”) today announced that the number of shares disposed and the number of allottees, etc., of Restricted Stock Unit (RSU) No.5, Restricted Stock Unit (RSU) No.11, Restricted Stock Unit (RSU) No.17, Restricted Stock Unit (RSU) No. 23 and Restricted Stock Unit (RSU) No. 29 have been finalized, which relate to the disposition of treasury stock determined by its Executive Management Board held on May 14, 2018 (the “2018 Decision”), announced in its news release “Nomura Determines to Make Disposition of Treasury Shares as Stock Award and Submits Shelf Registration Statement” dated May 14, 2018, Executive Management Board held on May 16, 2019 (the “2019 Decision”), announced in its news release “Nomura Determines to Make Disposition of Treasury Shares as Stock Award” dated May 16, 2019, Executive Management Board held on May 27, 2020 (the “2020 Decision”), announced in its news release “Nomura Determines to Make Disposition of Treasury Shares as Stock Award” dated May 27, 2020, Executive Management Board held on May 17, 2021 (the “2021 Decision”), announced in its news release “Nomura Determines to Make Disposition of Treasury Shares as Stock Award” dated May 17, 2021 and Executive Management Board held on May 19, 2022 (the “2022 Decision”), announced in its news release “Nomura Determines to Make Disposition of Treasury Shares as Stock Award” dated May 19, 2022 as outlined below.
| RSU No.5 | ||
| 1. Disposition Date of Treasury Shares |
May 1, 2023 | |
| 2. Class and Number of Shares Disposed |
614,844 shares of common stock of the Company | |
| 3. Disposition Price |
611.4 yen per share | |
| 4. Total Amount of Disposition Price |
375,915,622 yen | |
| 5. Assets Contributed and Description and Value of Such Assets |
Assets Contributed: assets other than cash (contribution-in-kind)
Description of Assets: monetary compensation claims granted by the Company pursuant to the 2018 Decision | |
|
Value of Assets to be Contributed: 375,915,622 yen (price per share is equivalent to the disposition price) | ||
| 6. Method of Disposition |
Allotted as a stock award to the allottees listed in 8 below | |
| 7. Method of Performance of Contribution |
Through a contribution in-kind of monetary compensation claims | |
| 8. Allottees and Number of Shares Allotted |
1 Employee, etc. of the Company
1,234 shares | |
| 108 Directors, Executive Officers, and employees, etc., of the Company’s subsidiaries
613,610 shares | ||
Table of Contents
| RSU No.11 | ||
| 1. Disposition Date of Treasury Shares |
May 1, 2023 | |
| 2. Class and Number of Shares Disposed |
342,054 shares of common stock of the Company | |
| 3. Disposition Price |
371 yen per share | |
| 4. Total Amount of Disposition Price |
126,902,034 yen | |
| 5. Assets Contributed and Description and Value of Such Assets |
Assets Contributed: assets other than cash (contribution-in-kind)
Description of Assets: monetary compensation claims granted by the Company pursuant to the 2019 Decision | |
|
Value of Assets to be Contributed: 126,902,034 yen (price per share is equivalent to the disposition price) | ||
| 6. Method of Disposition |
Allotted as a stock award to the allottees listed in 8 below | |
| 7. Method of Performance of Contribution |
Through a contribution in-kind of monetary compensation claims | |
| 8. Allottees and Number of Shares Allotted |
0 Employees, etc. of the Company
0 shares | |
| 63 Directors, Executive Officers, and employees, etc., of the Company’s subsidiaries
342,054 shares | ||
|
RSU No.17 | ||
| 1. Disposition Date of Treasury Shares |
May 1, 2023 | |
| 2. Class and Number of Shares Disposed |
13,095,201 shares of common stock of the Company | |
| 3. Disposition Price |
436 yen per share | |
| 4. Total Amount of Disposition Price |
5,709,507,636 yen | |
| 5. Assets Contributed and Description and Value of Such Assets |
Assets Contributed: assets other than cash (contribution-in-kind)
Description of Assets: monetary compensation claims granted by the Company pursuant to the 2020 Decision | |
|
Value of Assets to be Contributed: 5,709,507,636 yen (price per share is equivalent to the disposition price) | ||
| 6. Method of Disposition |
Allotted as a stock award to the allottees listed in 8 below | |
| 7. Method of Performance of Contribution |
Through a contribution in-kind of monetary compensation claims | |
| 8. Allottees and Number of Shares Allotted |
6 Directors and Executive Officers of the Company (Excluding Outside Directors)
79,878 shares | |
| 24 Employees, etc. of the Company
50,878 shares | ||
| 1,507 Directors, Executive Officers, and employees, etc., of the Company’s subsidiaries
12,964,445 shares | ||
2
Table of Contents
| RSU No.23 | ||
| 1. Disposition Date of Treasury Shares |
May 1, 2023 | |
| 2. Class and Number of Shares Disposed |
11,130,199 shares of common stock of the Company | |
| 3. Disposition Price |
577 yen per share | |
| 4. Total Amount of Disposition Price |
6,422,124,823 yen | |
| 5. Assets Contributed and Description and Value of Such Assets |
Assets Contributed: assets other than cash (contribution-in-kind)
Description of Assets: monetary compensation claims granted by the Company pursuant to the 2021 Decision | |
|
Value of Assets to be Contributed: 6,422,124,823 yen (price per share is equivalent to the disposition price) | ||
| 6. Method of Disposition |
Allotted as a stock award to the allottees listed in 8 below | |
| 7. Method of Performance of Contribution |
Through a contribution in-kind of monetary compensation claims | |
| 8. Allottees and Number of Shares Allotted |
8 Directors and Executive Officers of the Company (Excluding Outside Directors)
64,166 shares | |
| 27 Employees, etc. of the Company
39,029 shares | ||
| 1,901 Directors, Executive Officers, and employees, etc., of the Company’s subsidiaries
11,027,004 shares | ||
|
RSU No.29 | ||
| 1. Disposition Date of Treasury Shares |
May 1, 2023 | |
| 2. Class and Number of Shares Disposed |
18,453,975 shares of common stock of the Company | |
| 3. Disposition Price |
479 yen per share | |
| 4. Total Amount of Disposition Price |
8,839,454,025 yen | |
| 5. Assets Contributed and Description and Value of Such Assets |
Assets Contributed: assets other than cash (contribution-in-kind)
Description of Assets: monetary compensation claims granted by the Company pursuant to the 2022 Decision | |
|
Value of Assets to be Contributed: 8,839,454,025 yen (price per share is equivalent to the disposition price) | ||
| 6. Method of Disposition |
Allotted as a stock award to the allottees listed in 8 below | |
| 7. Method of Performance of Contribution |
Through a contribution in-kind of monetary compensation claims | |
| 8. Allottees and Number of Shares Allotted |
7 Directors and Executive Officers of the Company (Excluding Outside Directors)
101,998 shares | |
| 26 Employees, etc. of the Company
46,558 shares | ||
| 1,996 Directors, Executive Officers, and employees, etc., of the Company’s subsidiaries
18,305,419 shares | ||
3
Table of Contents
| ends | ||||
For further information please contact:
| Name |
Company |
Telephone | ||
| Kenji Yamashita |
Nomura Holdings, Inc. Group Corporate Communications Dept. |
81-3-3278-0591 |
Nomura
Nomura is a global financial services group with an integrated network spanning over 30 countries and regions. By connecting markets East & West, Nomura services the needs of individuals, institutions, corporates and governments through its three business divisions: Retail, Investment Management, and Wholesale (Global Markets and Investment Banking). Founded in 1925, the firm is built on a tradition of disciplined entrepreneurship, serving clients with creative solutions and considered thought leadership. For further information about Nomura, visit www.nomura.com.
4