Nagai Koji 4

What Happened

• Nagai Koji, a director of Nomura Holdings Inc. (NMR), had 220,643 notional stock units (derivatives) converted and cash-settled on April 24, 2026, resulting in proceeds of $35,267,577 (reported at $159.84 per unit). The units had vested on April 1, 2026 and were paid in cash; no Nomura shares were issued. This transaction is a cash settlement of awards (routine compensation), not an open-market sale of shares.

Key Details

• Transaction date: April 24, 2026 (filed Apr 28, 2026 — filing appears timely).
• Amount: 220,643 notional stock units; proceeds reported as $35,267,577 ($159.84 per unit).
• Shares owned after transaction: Not applicable — no shares were issued (cash settlement).
• Transaction codes: M = exercise/conversion of derivative (notional stock units); D = disposition to issuer (cash settlement). Footnotes: F1 — units vested Apr 1 and were settled in cash Apr 24; F4 — each notional unit equals the right to receive cash equal to one share; F3 — price converted to USD using JPY159.84 = US$1 as of Apr 24, 2026.
• No 10b5-1 plan, tax-withholding sale, or late filing is indicated in this report.

Context

• This was a cash settlement of vested awards (not a purchase). For retail investors: cash settlements of notional units are typically routine compensation payouts and do not directly change the company’s outstanding share count or necessarily signal insider sentiment about the stock. The filing shows conversion/settlement of derivative awards rather than a stock sale on the open market.