6-K

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 2026

NOMURA HOLDINGS, INC.

(Translation of registrant’s name into English)

13-1, Nihonbashi 1-chome

Chuo-ku, Tokyo 103-8645

Japan

(Address ofprincipal 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):

Information furnished on this form:

EXHIBIT

Exhibit Number

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 Announces Disposal of Treasury Shares for Stock Award

Tokyo, May 14, 2026—Nomura Holdings, Inc. (the “Company”) today announced that its Executive Management Board has determined to dispose of treasury shares as outlined below^1^.

As announced in the news release titled “Nomura to Grant Restricted Stock Units (RSUs) and Performance Share Units (PSUs)” issued on April 24, 2026, the Company has decided to grant Restricted Stock Units (RSUs) under its RSU Plan to directors, executive officers, and employees of the Company and its subsidiaries. The RSUs will be granted as deferred compensation using the Company’s treasury stock.

The Company has also decided to grant Performance Share Units (PSUs) under its PSU Plan to directors and executive officers as deferred compensation using its treasury stock.

Under the RSU Plan, the Company will, in principle, grant each allottee monetary compensation claims after a deferral period determined in advance by the Company. Upon disposal of treasury shares, the allottees will contribute those claims in kind to the Company, and the Company will allot a number of shares corresponding to the number of RSUs previously determined for each allottee.

Under the PSU Plan, after a three-year performance evaluation period, and based on the achievement of the performance targets for that period, the Company will grant each allotee monetary compensation claims. Upon disposal of treasury shares, the allottees will contribute those claims in kind to the Company. In return, the Company will allot a number of shares corresponding to the number of PSUs previously determined for each allottee.

For RSUs, the allotment date for the disposal of treasury shares will, in principle, be about one to three years (RSUs No. 64 to No. 66) from the date of the disposal decision, in line with the above-mentioned deferral period. For employees who are subject to compensation regulations in Europe, the allotment date will be about four years from the date of the decision (RSU No.67).

Until last year, the Company granted RSUs to employees subject to compensation regulations in Europe, with an allotment date of about seven years from the date of the decision to dispose of treasury shares. However, following amendments to the regulations, this year the Company will grant RSUs with an allotment date of about four years after the date of the disposal decision.

For PSU No.3, the allotment date for the disposal of treasury shares will, in principle, be about three years from the date of the disposal decision, corresponding to the above-mentioned performance evaluation period.

At the end of the performance evaluation period, the number of shares to be granted will be calculated in accordance with the following method.

(i) Quantitative Evaluation Items and Grant Ratio

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The number of shares to be granted is calculated by multiplying the base number of shares^4^ by the weighted average of the grant ratio based on ROE and the grant ratio based on TSR.

3

When the number of issued and outstanding shares of the Company increases or decreases as a result of reverse stock split, stock split, or allotment of stock without contribution, etc., the number of shares to be disposed (including the number of shares to be allotted stated in “2. Number of Shares to be Allotted and Allottees” above) and the disposition price, etc., listed above could be reasonably adjusted according to the ratio of stock split, etc.

4

The disposition price for the disposal of treasury shares is 1,274 yen, which is the closing price of the Company’s shares of common stock on the Tokyo Stock Exchange on the business day immediately preceding the date of the decision to dispose of treasury shares (May 13, 2026), rounded up to the nearest yen. The reason for adopting this closing price is that the Company has determined that, since the Company’s shares of common stock are listed and there are no special circumstances indicating that the latest share price cannot be relied on, the Company considers this price to be reasonable because it reflects business performance and market supply and demand, excludes arbitrariness, and does not constitute an offering at a favorable price.

For further information please contact:

Nomura

Nomura is a financial services group with an integrated global network. By connecting markets East & West, Nomura services the needs of individuals, institutions, corporates and governments through its four business divisions: Wealth Management, Investment Management, Wholesale (Global Markets and Investment Banking), and 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.

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