Okuda Kentaro 4

4 · NOMURA HOLDINGS INC · Filed Apr 28, 2026

AI-generated summary of this filing

Updated Apr 28, 2026

Nomura (NMR) CEO Kentaro Okuda Sells 325,484 Shares

What Happened

Kentaro Okuda, Representative Executive Officer, President and Group CEO of Nomura Holdings (NMR), had two related equity events: a cash settlement of Notional Stock Units and the vesting/settlement of Restricted Stock Units (RSUs).
On Apr 24, 2026, 325,484 Notional Stock Units vested and were settled in cash (reported as a disposition to the issuer) at $8.21 per share, producing $2,672,224. These notional units are cash-settled and did not result in issuance of shares. The USD conversion used JPY159.84 = US$1.
On Apr 27, 2026, 57,800 RSUs vested and were settled in shares. To cover tax withholding, 26,705 shares were withheld (reported as a tax payment) at an implied price of $7.71, equal to $205,896. The USD conversion used JPY159.56 = US$1.

Key Details

Transaction dates and amounts:
- Apr 24, 2026: 325,484 notional units settled for $8.21/share → $2,672,224 (cash settlement; no shares issued). (Footnote: Notional units = right to cash equal to one share.)
- Apr 27, 2026: 57,800 RSUs settled as shares; 26,705 shares withheld for taxes (tax withholding value reported $205,896).
Codes explained: M = exercise/conversion of a derivative (notional units / RSU vesting); D = disposition to issuer (cash settlement); F = tax withholding/payment.
Exchange rates: Apr 24 conversions used JPY159.84 = US$1; Apr 27 conversions used JPY159.56 = US$1.
Shares owned after these transactions: not provided in the supplied data.
Filing timeliness: Form 4 filed Apr 28, 2026 reporting transactions on Apr 24 and Apr 27. No late-filing flag was provided in the supplied data.

Context

These actions were primarily settlements of compensation awards (not open-market purchases or opportunistic sales). The Apr 24 action was a cash settlement of notional units (no shares issued); the Apr 27 action was standard RSU vesting with shares issued but partially withheld for taxes (common practice).
Such settlements/givebacks are routine compensation events and do not necessarily signal a personal buy/sell decision about the company's stock.

Form 4

Period: 2026-04-24

DirectorSee Remarks

Transactions

Exercise/Conversion
Common Stock
[F1][F2]
2026-04-24+325,484→ 823,581 total
Disposition to Issuer
Common Stock
[F1][F3]
2026-04-24$8.21/sh−325,484$2,672,224→ 498,097 total
Exercise/Conversion
Common Stock
[F4]
2026-04-27+57,800→ 555,897 total
Tax Payment
Common Stock
[F5][F6]
2026-04-27$7.71/sh−26,705$205,896→ 529,192 total
Exercise/Conversion
Notional Stock Units
[F1][F2][F7]
2026-04-24−325,484→ 483,714 total
→ Common stock (325,484 underlying)
Exercise/Conversion
Restricted Stock Units
[F4][F8][F7]
2026-04-27−57,800→ 0 total
→ Common stock (57,800 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

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