Nakajima Yutaka 4

What Happened

• Yutaka Nakajima, Representative Executive Officer and Deputy President of Nomura Holdings (NMR), had Notional Stock Units (NSUs) cash‑settled and Restricted Stock Units (RSUs) vested in late April 2026. The NSUs were settled for cash representing 193,024 share equivalents, producing $1,584,727. Separately, 9,900 RSUs vested and were settled in shares, with 4,697 shares withheld to cover taxes, leaving a net 5,203 shares delivered to Nakajima.
• The NSU settlement is effectively a cash disposition (insider received cash rather than shares). The RSU settlement involved withholding (tax payment) rather than an open‑market sale.

Key Details

• Transaction dates and values:
  • 2026-04-24: 193,024 NSUs vested and were cash‑settled; disposition to issuer reported at $8.21 per share (USD), total $1,584,727 (amount converted from JPY using JPY159.84 = US$1).
  • 2026-04-27: 9,900 RSUs vested and were settled in shares; 4,697 shares withheld to satisfy tax withholding at an implied value $7.71 per share, total $36,214 (conversion using JPY159.56 = US$1).
• Net effect: Cash received $1,584,727; net shares received from RSU settlement = 5,203 shares.
• Footnotes of note:
  • NSUs represent rights to cash equal to one share (no shares issued) (F1, F2).
  • RSUs represent rights to one share each; some shares were withheld for taxes (F4, F5, F8).
  • USD amounts were currency‑converted from JPY using MUFG Bank spot rates on the transaction dates (F3, F6).
• Filing timeliness: Form 4 filed 2026-04-28 covering transactions dated 2026-04-24 and 2026-04-27; no late filing indicated in the report excerpt.

Context

• This was not an open‑market sale of existing shares: the largest amount was a cash settlement of NSUs (a deferred award converted to cash). The RSU vesting was partly satisfied by withholding shares to cover taxes (a routine administrative transaction).
• These kinds of award settlements are common executive compensation events and do not necessarily signal a deliberate market view.