Kato Sotaro 4

What Happened

• Kato Sotaro, Chief Risk Officer of Nomura Holdings (NMR), had Notional Stock Units (NSUs) settled for cash and Restricted Stock Units (RSUs) settled into shares. On April 24, 2026, 35,736 NSUs were cash‑settled for $8.21 per unit, producing $293,393. On April 27, 2026, 42,300 RSUs vested and were converted into shares; 22,483 of those shares were withheld to satisfy tax withholding (valued at $7.71 per share, totaling $173,344), leaving a net delivery of 19,817 shares to Kato.

Key Details

• Transaction dates: NSU cash settlement April 24, 2026; RSU settlement (share issuance and tax withholding) April 27, 2026. Filing date: April 28, 2026.
• Cash received from NSU settlement: 35,736 units × $8.21 = $293,393 (JPY→USD conversion used JPY159.84 = $1).
• RSU tax withholding: 22,483 shares × $7.71 = $173,344 (JPY→USD conversion used JPY159.56 = $1); gross RSUs vested = 42,300; net shares received = 19,817.
• Notable footnotes: NSUs are cash‑settled (no shares issued); each NSU equals the right to receive cash equal to one share; each RSU equals the right to one share; shares were withheld to satisfy tax obligations.
• Shares owned after the transaction: not disclosed in the provided filing.
• Filing timeliness: Form filed April 28 covering April 24 and April 27 events. (Form 4 is typically due within two business days of transaction; April 24 events were reported four days later than the transaction date.)

Context

• These were compensation vesting events (not open‑market purchases or sales). The NSUs were settled for cash rather than share issuance; the RSUs were settled into shares with part of the shares withheld to cover taxes — a routine, non‑market sale related to tax withholding. These transactions are reporting of compensation settlement, not an independent buy/sell decision on the open market.