Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
May 07 2024 - 6:29AM
Edgar (US Regulatory)
FORM
6-K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Commission File Number: 1-15270
For the month of May 2024
NOMURA HOLDINGS, INC.
(Translation of registrant’s name into English)
13-1, Nihonbashi 1-chome
Chuo-ku, Tokyo 103-8645
Japan
(Address of
principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form
20-F X Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):
Information furnished on this form:
EXHIBIT
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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NOMURA HOLDINGS, INC. |
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| Date: May 7, 2024 |
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By: |
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/s/ Yoshifumi Kishida |
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Yoshifumi Kishida |
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Senior Managing Director |
Nomura Finalizes Details of Disposition of Treasury Shares as Stock Award
Tokyo, May 7, 2024—Nomura Holdings, Inc. (the “Company”) today announced that the number of shares disposed and the number of
allottees, etc., of Restricted Stock Unit (RSU) No.6, Restricted Stock Unit (RSU) No.12, Restricted Stock Unit (RSU) No.18, Restricted Stock Unit (RSU) No.24, Restricted Stock Unit (RSU) No.30 and Restricted Stock Unit (RSU) No.36 have been
finalized, which relate to the disposition of treasury stock determined by its Executive Management Board held on May 14, 2018 (the “2018 Decision”), announced in its news release “Nomura Determines to Make Disposition of
Treasury Shares as Stock Award and Submits Shelf Registration Statement” dated May 14, 2018, Executive Management Board held on May 16, 2019 (the “2019 Decision”), announced in its news release “Nomura Determines to
Make Disposition of Treasury Shares as Stock Award” dated May 16, 2019, Executive Management Board held on May 27, 2020 (the “2020 Decision”), announced in its news release “Nomura Determines to Make Disposition of
Treasury Shares as Stock Award” dated May 27, 2020, Executive Management Board held on May 17, 2021 (the “2021 Decision”), announced in its news release “Nomura Determines to Make Disposition of Treasury Shares as Stock
Award” dated May 17, 2021, Executive Management Board held on May 19, 2022 (the “2022 Decision”), announced in its news release “Nomura Determines to Make Disposition of Treasury Shares as Stock Award” dated
May 19, 2022 and Executive Management Board held on May 15, 2023 (the “2023 Decision”), announced in its news release “Nomura Determines to Make Disposition of Treasury Shares as Stock Award” dated May 15, 2023 as
outlined below.
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RSU No.6 |
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1. Disposition Date of Treasury Shares |
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May 1, 2024 |
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2. Class and Number of Shares Disposed |
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54,730 shares of common stock of the Company |
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3. Disposition Price |
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611.4 yen per share |
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4. Total Amount of Disposition Price |
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33,461,922 yen |
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5. Assets Contributed and Description and Value of Such Assets |
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Assets Contributed: assets other than cash
(contribution-in-kind) Description of Assets: monetary compensation claims granted by the Company pursuant to the 2018 Decision |
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Value of Assets to be Contributed: 33,461,922 yen (price per share is equivalent to the disposition price) |
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6. Method of Disposition |
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Allotted as a stock award to the allottees listed in 8 below |
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7. Method of Performance of Contribution |
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Through a contribution in-kind of monetary compensation claims |
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8. Allottees and Number of Shares Allotted |
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0 Employees, etc. of the Company
0 shares |
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6 Directors, Executive Officers, and employees,
etc., of the Company’s subsidiaries 54,730 shares |
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RSU No.12 |
| 1. Disposition Date of Treasury
Shares |
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May 1, 2024 |
| 2. Class and Number of Shares
Disposed |
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338,694 shares of common stock of the Company |
| 3. Disposition Price |
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371 yen per share |
| 4. Total Amount of Disposition
Price |
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125,655,474 yen |
| 5. Assets Contributed and
Description and Value of Such Assets |
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Assets
Contributed: assets other than cash (contribution-in-kind) Description of Assets: monetary compensation claims granted by the Company pursuant to the 2019
Decision |
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Value of Assets to be Contributed: 125,655,474 yen (price per share is equivalent to the disposition
price) |
| 6. Method of Disposition |
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Allotted as a stock award to the allottees listed in 8 below |
| 7. Method of Performance of
Contribution |
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Through a contribution in-kind of monetary compensation claims |
| 8. Allottees and Number of
Shares Allotted |
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0 Employees, etc.
of the Company 0 shares |
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62 Directors,
Executive Officers, and employees, etc., of the Company’s subsidiaries 338,694 shares |
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RSU No.18 |
| 1. Disposition Date of Treasury
Shares |
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May 1, 2024 |
| 2. Class and Number of Shares
Disposed |
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807,688 shares of common stock of the Company |
| 3. Disposition Price |
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436 yen per share |
| 4. Total Amount of Disposition
Price |
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352,151,968 yen |
| 5. Assets Contributed and
Description and Value of Such Assets |
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Assets
Contributed: assets other than cash (contribution-in-kind) Description of Assets: monetary compensation claims granted by the Company pursuant to the 2020
Decision |
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Value of Assets to be Contributed: 352,151,968 yen (price per share is equivalent to the disposition
price) |
| 6. Method of Disposition |
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Allotted as a stock award to the allottees listed in 8 below |
| 7. Method of Performance of
Contribution |
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Through a contribution in-kind of monetary compensation claims |
| 8. Allottees and Number of
Shares Allotted |
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0 Employees, etc.
of the Company 0 shares |
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83 Directors,
Executive Officers, and employees, etc., of the Company’s subsidiaries 807,688 shares |
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RSU No.24 |
| 1. Disposition Date of Treasury
Shares |
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May 1, 2024 |
| 2. Class and Number of Shares
Disposed |
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11,219,343 shares of common stock of the Company |
| 3. Disposition Price |
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577 yen per share |
| 4. Total Amount of Disposition
Price |
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6,473,560,911 yen |
| 5. Assets Contributed and
Description and Value of Such Assets |
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Assets
Contributed: assets other than cash (contribution-in-kind) Description of Assets: monetary compensation claims granted by the Company pursuant to the 2021
Decision |
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Value of Assets to be Contributed: 6,473,560,911 yen (price per share is equivalent to the disposition
price) |
| 6. Method of Disposition |
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Allotted as a stock award to the allottees listed in 8 below |
| 7. Method of Performance of
Contribution |
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Through a contribution in-kind of monetary compensation claims |
| 8. Allottees and Number of
Shares Allotted |
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6 Directors and
Executive Officers of the Company (Excluding Outside Directors) 44,479 shares |
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29 Employees,
etc. of the Company 52,690 shares |
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1,838 Directors,
Executive Officers, and employees, etc., of the Company’s subsidiaries 11,122,174 shares |
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RSU No.30 |
| 1. Disposition Date of Treasury
Shares |
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May 1, 2024 |
| 2. Class and Number of Shares
Disposed |
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17,843,064 shares of common stock of the Company |
| 3. Disposition Price |
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479 yen per share |
| 4. Total Amount of Disposition
Price |
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8,546,827,656 yen |
| 5. Assets Contributed and
Description and Value of Such Assets |
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Assets
Contributed: assets other than cash (contribution-in-kind) Description of Assets: monetary compensation claims granted by the Company pursuant to the 2022
Decision |
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Value of Assets to be Contributed: 8,546,827,656 yen (price per share is equivalent to the disposition
price) |
| 6. Method of Disposition |
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Allotted as a stock award to the allottees listed in 8 below |
| 7. Method of Performance of
Contribution |
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Through a contribution in-kind of monetary compensation claims |
| 8. Allottees and Number of
Shares Allotted |
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5 Directors and
Executive Officers of the Company (Excluding Outside Directors) 64,271 shares |
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29 Employees,
etc. of the Company 62,219 shares |
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1,913 Directors,
Executive Officers, and employees, etc., of the Company’s subsidiaries 17,716,574 shares |
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RSU No.36 |
| 1. Disposition Date of Treasury
Shares |
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May 1, 2024 |
| 2. Class and Number of Shares
Disposed |
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15,606,703 shares of common stock of the Company |
| 3. Disposition Price |
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490 yen per share |
| 4. Total Amount of Disposition
Price |
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7,647,284,470 yen |
| 5. Assets Contributed and
Description and Value of Such Assets |
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Assets
Contributed: assets other than cash (contribution-in-kind) Description of Assets: monetary compensation claims granted by the Company pursuant to the 2023
Decision |
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Value of Assets to be Contributed: 7,647,284,470 yen (price per share is equivalent to the disposition
price) |
| 6. Method of Disposition |
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Allotted as a stock award to the allottees listed in 8 below |
| 7. Method of Performance of
Contribution |
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Through a contribution in-kind of monetary compensation claims |
| 8. Allottees and Number of
Shares Allotted |
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7 Directors and
Executive Officers of the Company (Excluding Outside Directors) 84,065 shares |
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25 Employees,
etc. of the Company 55,468 shares |
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1,826 Directors,
Executive Officers, and employees, etc., of the Company’s subsidiaries 15,467,170 shares |
For further information please contact:
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| Name |
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Company |
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Telephone |
| Kenji Yamashita |
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Nomura Holdings, Inc. Group Corporate
Communications Dept. |
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81-3-3278-0591 |
Nomura
Nomura is a
global financial services group with an integrated network spanning approximately 30 countries and regions. By connecting markets East & West, Nomura services the needs of individuals, institutions, corporates and governments through its three
business divisions: Wealth Management, Investment Management, and Wholesale (Global Markets and Investment Banking). Founded in 1925, the firm is built on a tradition of disciplined entrepreneurship, serving clients with creative solutions and
considered thought leadership. For further information about Nomura, visit www.nomura.com.
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