As filed with the Securities and Exchange Commission on May 24, 2023
Registration Statement No. 333-221128
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
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 Registrant’s name into English)
Japan | None | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
13-1, Nihonbashi 1-chome
Chuo-ku, Tokyo, 103-8645
Japan
(81-3-5255-1000)
(Address of Principal Executive Offices)
Stock Acquisition Rights (No. 74) of Nomura Holdings, Inc.
Stock Acquisition Rights (No. 75) of Nomura Holdings, Inc.
Stock Acquisition Rights (No. 76) of Nomura Holdings, Inc.
Stock Acquisition Rights (No. 82) of Nomura Holdings, Inc.
Stock Acquisition Rights (No. 83) of Nomura Holdings, Inc.
(Full Title of the Plan)
Nomura Securities International, 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
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.
EXPLANATORY NOTE
Nomura Holdings, Inc. (the “Registrant”) is hereby filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to amend the Registration Statement on Form S-8 filed on October 26, 2017 (File No. 333-221128) (the “Registration Statement”) to deregister certain shares registered in connection with options under the Stock Acquisition Rights (No. 75) of Nomura Holdings, Inc.
Under the Registration Statement, 2,557,400 shares were registered in connection with the options under Stock Acquisition Rights (No. 74) of Nomura Holdings, Inc., 4,765,300 shares were registered in connection with the options under Stock Acquisition Rights (No. 75) of Nomura Holdings, Inc., 4,736,500 shares were registered in connection with the options under Stock Acquisition Rights (No. 76) of Nomura Holdings, Inc., 999,300 shares were registered in connection with the options under Stock Acquisition Rights (No. 82) of Nomura Holdings, Inc., and 69,400 shares were registered in connection with the options under Stock Acquisition Rights (No. 83) of Nomura Holdings, Inc.
Of the 4,765,300 shares relating to the options under the Stock Acquisition Rights (No. 75) of Nomura Holdings, Inc., 36,500 shares remained unsold at the termination of the exercise period for the options issued under the Stock Acquisition Rights (No. 75) of Nomura Holdings, Inc. on April 19, 2023. No shares remained unsold at the termination of the exercise period for the options issued under the Stock Acquisition Rights (No. 82) and the Stock Acquisition Rights (No. 83) of Nomura Holdings, Inc.
The exercise periods for the options issued under the Stock Acquisition Rights (No. 74) and Stock Acquisition Rights (No. 76) of Nomura Holdings, Inc. have not yet terminated, and this Post-Effective Amendment No. 1 does not deregister the shares registered in connection therewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Tokyo, Japan as of May 24, 2023.
NOMURA HOLDINGS, INC. | ||
By: | /s/ KENTARO OKUDA | |
Name: | Kentaro Okuda | |
Title: | Representative Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement has been signed below by the following persons on behalf of Registrant and in the capacities indicated as of May 24, 2023.
Signature | Title | |||
/s/ KOJI NAGAI Koji Nagai | Director Chairman of the Board of Directors | |||
/s/ KENTARO OKUDA Kentaro Okuda | Director Representative Executive Officer (Principal Executive Officer) | |||
/s/ TOMOYUKI TERAGUCHI Tomoyuki Teraguchi | Director | |||
/s/ SHOJI OGAWA Shoji Ogawa | Director | |||
/s/ KAZUHIKO ISHIMURA Kazuhiko Ishimura | Director | |||
/s/ TAKAHISA TAKAHARA Takahisa Takahara | Director | |||
/s/ NORIAKI SHIMAZAKI Noriaki Shimazaki | Director | |||
/s/ MARI SONO Mari Sono | Director | |||
/s/ LAURA SIMONE UNGER Laura Simone Unger | Director | |||
/s/ VICTOR CHU Victor Chu | Director | |||
/s/ J. CHRISTOPHER GIANCARLO J. Christopher Giancarlo | Director | |||
/s/ PATRICIA MOSSER Patricia Mosser | Director | |||
/s/ TAKUMI KITAMURA Takumi Kitamura | Chief Financial Officer Executive Officer (Principal Financial Officer and Principal Accounting Officer) | |||
/s/ SATOSHI KAWAMURA Satoshi Kawamura | Senior Managing Director (Authorized Representative in the United States) |