As filed with the Securities and Exchange Commission on May 24, 2021
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
NOMURA
HORUDINGUSU KABUSHIKI KAISHA
(Exact Name of Registrant as Specified in Its Charter)
NOMURA HOLDINGS, INC.
(Translation of Registrants name into English)
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Japan
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None
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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13-1, Nihonbashi 1-chome
Chuo-ku, Tokyo, 103-8645
Japan
(81-3-5255-1000)
(Address of Principal Executive Offices)
Restricted Stock Units of Nomura Holdings, Inc.
for the Performance Year Ended March 31, 2021
(Full Title of the Plan)
Nomura
Holding America Inc.
Worldwide Plaza, 309 West 49th Street
New York, New York 10019-7316
(Name and Address of Agent for Service)
(212-667-9000)
(Telephone Number of Agent for Service)
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer,
accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
CALCULATION
OF REGISTRATION FEE
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Title of the Plan
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Title of Securities
to be Registered
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Amount to be
Registered(1)
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Proposed
Maximum Offering
Price Per
Share(2)
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Proposed
Maximum
Aggregate Offering
Price(2)
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Amount of
Registration
Fee(3)
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Restricted Stock Units of Nomura Holdings, Inc. for the
Performance Year Ended March 31, 2021
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Common Stock
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64,439,400 shares
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$5.29
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$340,884,426.00
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$37,190.50
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(1)
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Plus such indeterminate number of additional shares as may be offered and issued to prevent dilution resulting
from stock splits or similar transactions in accordance with Rule 416 under the Securities Act of 1933, as amended (the Securities Act).
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(2)
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The proposed maximum offering price per share was derived, pursuant to Rule 457(h) under the Securities Act,
from the price at which each Restricted Stock Unit is to be settled. Settlement prices were expressed in Japanese yen and converted to U.S. dollars based on an exchange rate of ¥109.23 per dollar, as quoted at New York close on
May 17, 2021 by Tullett Prebon and published on the website of the Wall Street Journal.
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(3)
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Numbers have been rounded up to the nearest cent.
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