Ozaki Yukiko 4

4 · NOMURA HOLDINGS INC · Filed Apr 28, 2026

AI-generated summary of this filing

Updated Apr 28, 2026

Nomura (NMR) CHRO Yukiko Ozaki Exercises Awards; Shares Withheld

What Happened

Yukiko Ozaki, Nomura Holdings’ CHRO (also listed as CHO), had equity awards vest and settle in late April 2026. On April 24, 2,896 notional stock units were settled for cash, generating $23,776. On April 27, 4,900 restricted stock units (RSUs) vested and were settled in shares; 1,467 of those shares were withheld to cover taxes (value withheld reported as $11,311). A small additional grant of 7.368 shares was recorded (reported value $62). The RSU settlement resulted in a net receipt of 3,433 shares (4,900 − 1,467).

Key Details

Transaction dates and amounts:
- Apr 24, 2026: 2,896 notional stock units settled for cash at $8.21 each = $23,776 (reported as disposition to issuer).
- Apr 24, 2026: Grant/award of 7.368 shares at $8.41 = $62 (acquired).
- Apr 27, 2026: 4,900 RSUs settled into shares (acquired at $0.00 in filing), 1,467 shares withheld to pay taxes at $7.71 each = $11,311 (disposed for tax withholding).
Net shares received from the April 27 RSU settlement: 3,433 shares. Plus the small 7.368-share grant from April 24.
Footnotes of note:
- Notional Stock Units represent the right to receive cash equal to one share; they vested Apr 1 and were cash-settled Apr 24 (no shares issued).
- Restricted Stock Units represent the right to receive one share; they vested Apr 1 and were settled in shares on Apr 27; shares were withheld to satisfy tax withholding.
- Reported USD amounts were converted from JPY using MUFG Bank spot rates (JPY159.84/USD on Apr 24; JPY159.56/USD on Apr 27).
Filing timeliness: Form 4 was filed Apr 28, 2026 for transactions on Apr 24–27; this filing date is within the normal Form 4 reporting window (timely).

Context

These transactions are vesting and settlement events (awards settling in cash or shares), not open-market purchases or discretionary sales. The cash settlement of notional units is a cash payout, while the RSU settlement involved withholding shares to cover taxes (a common, routine practice). Derivative codes: M = exercise/conversion of derivative, A = award/grant, D = disposition to issuer, F = payment of exercise price or tax withholding.

Form 4

Period: 2026-04-24

See Remarks

Transactions

Exercise/Conversion
Common Stock
[F1][F2]
2026-04-24+2,896→ 20,382 total
Disposition to Issuer
Common Stock
[F1][F3]
2026-04-24$8.21/sh−2,896$23,776→ 17,486 total
Exercise/Conversion
Common Stock
[F4]
2026-04-27+4,900→ 22,386 total
Tax Payment
Common Stock
[F5][F6]
2026-04-27$7.71/sh−1,467$11,311→ 20,919 total
Award
Common Stock
[F3]
2026-04-24$8.41/sh+7.368$62→ 69.933 total(indirect: Held in officers' stock ownership plan)
Exercise/Conversion
Notional Stock Units
[F1][F2][F7]
2026-04-24−2,896→ 0 total
→ Common stock (2,896 underlying)
Exercise/Conversion
Restricted Stock Units
[F4][F8][F7]
2026-04-27−4,900→ 7,600 total
→ Common stock (4,900 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 JPY159.84 = 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

1 file