Goto Masahiro 4

What Happened

• Masahiro Goto, Head of Executive Management Headquarters at Nomura Holdings (NMR), had 69,800 Restricted Stock Units (RSUs) converted into common shares on April 27, 2026. The RSUs carried no exercise price ($0). To satisfy tax withholding, 30,694 of those shares were withheld (disposed) at an implied converted price of $7.71 per share, totaling approximately $236,651. Net shares retained from this settlement: 39,106.

Key Details

• Transaction dates: RSUs vested April 1, 2026 and were settled in shares on April 27, 2026; Form 4 filed April 28, 2026.
• Reported prices/conversion: Withheld shares reported at $7.71 each (conversion from JPY using JPY159.56 = US$1 per footnote).
• Share counts: 69,800 RSUs settled into shares; 30,694 shares withheld for taxes; 39,106 shares net received.
• Transaction types/codes: M = conversion/exercise of derivative (RSU settlement); F = shares withheld to satisfy tax withholding.
• Footnotes: F1 = RSUs vested 4/1/2026 and settled 4/27/2026; F2 = shares withheld for tax obligations; F3 = JPY→USD conversion rate; F4 = each RSU = 1 share; F5 = no separate expiration date.
• Filing timeliness: Reported on Form 4 the day after the settlement (filed 2026-04-28 for transactions dated 2026-04-27).

Context

• This was an RSU settlement (award conversion), not a market buy. The withholding of shares to cover taxes is a routine administrative step (similar to a cashless or sell-to-cover transaction) and does not necessarily signal an intent to sell additional shares on the open market. The filing simply reports the settlement and tax withholding.