Iiyama Toshiyasu 4

4 · NOMURA HOLDINGS INC · Filed Apr 28, 2026

AI-generated summary of this filing

Updated Apr 28, 2026

Nomura (NMR) Deputy President Toshiyasu Iiyama Receives Awards, Sells Shares

What Happened

Toshiyasu Iiyama, Executive Officer and Deputy President (Chief of Staff & Head of China Committee) had two award events reported: Notional Stock Units (NSUs) were cash-settled on April 24, 2026, and Restricted Stock Units (RSUs) vested and were settled in shares on April 27, 2026. The NSU settlement converted 60,745 units into $498,716 in cash. The RSU settlement converted 107,300 units into shares, of which 49,450 shares (valued at $381,260) were withheld/surrendered to the issuer to satisfy tax withholding, leaving a net of 57,850 shares issued to Iiyama.

Key Details

Transaction dates and amounts:
- 2026-04-24: 60,745 NSUs cashed for $498,716 (reported price converted to USD at JPY 159.84 = $1). (Codes: M = conversion; D = disposition to issuer)
- 2026-04-27: 107,300 RSUs vested and were settled in shares; 49,450 shares withheld for taxes for $381,260 (reported price converted to USD at JPY 159.56 = $1). (Codes: M = conversion; F = tax withholding)
Net shares delivered from the RSU settlement: 107,300 − 49,450 = 57,850 shares issued to the insider.
NSUs were cash-settled (no shares issued) — each NSU equals the cash value of one share (Footnotes F1–F3).
RSUs settled into actual shares — each RSU equals one share (Footnotes F4, F8); shares were withheld to meet tax obligations (F5).
Filing: Form 4 filed 2026-04-28 covering transactions on 2026-04-24 and 2026-04-27. The filing date is within two business days after the 4/27 transactions and within the reporting window for the 4/24 cash settlement (filed on the next business reporting day).
Shares owned after the transactions: not specified in the provided filing excerpt.

Context

This was award vesting and tax-related withholding, not an open-market purchase or discretionary sale; NSUs were cash-settled and RSUs were largely converted into shares with a portion withheld to cover taxes (a common practice).
Transaction codes: M = exercise/conversion of derivative awards (used here for NSU/RSU settlement), D = disposition to issuer (cash settlement), F = shares surrendered/withheld to pay taxes. These actions reflect compensation settlement rather than an intentional market-direction trade.

Form 4

Period: 2026-04-24

See Remarks

Transactions

Exercise/Conversion
Common Stock
[F1][F2]
2026-04-24+60,745→ 304,551 total
Disposition to Issuer
Common Stock
[F1][F3]
2026-04-24$8.21/sh−60,745$498,716→ 243,806 total
Exercise/Conversion
Common Stock
[F4]
2026-04-27+107,300→ 351,106 total
Tax Payment
Common Stock
[F5][F6]
2026-04-27$7.71/sh−49,450$381,260→ 301,656 total
Exercise/Conversion
Notional Stock Units
[F1][F2][F7]
2026-04-24−60,745→ 105,629 total
→ Common stock (60,745 underlying)
Exercise/Conversion
Restricted Stock Units
[F4][F8][F7]
2026-04-27−107,300→ 105,600 total
→ Common stock (107,300 underlying)

Footnotes (8)

[F1]Notional Stock Units vested on April 1, 2026 and were settled in cash on April 24, 2026. No shares were issued.
[F2]Each Notional Stock Unit represents the right to receive cash equal in value to one share of Common Stock.
[F3]The reported price has been converted into U.S. dollars from Japanese yen using the JPY 159.84 = US$1 as spot exchange rate on the Transaction Date, as reported by MUFG Bank, Ltd on April 24, 2026.
[F4]Restricted Stock Units vested on April 1, 2026 and were settled in shares on April 27, 2026
[F5]Shares were withheld to satisfy tax withholding obligations in connection with the settlement of the Restricted Stock Units.
[F6]The reported price has been converted into U.S. dollars from Japanese yen using the JPY159.56 = US$1 as spot exchange rate on the Transaction Date, as reported by MUFG Bank, Ltd on April 27, 2026.
[F7]No separate Expiration Date.
[F8]Each Restricted Stock Unit represents the right to receive one share of Common Stock.

Signature

/s/ Takashi Futaki, as Attorney-in-fact|2026-04-28

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