Bail-In

The Issuer is a holding company and conducts substantially all of its operations through its subsidiaries. As a result, claims of holders of the Notes will be structurally subordinated to the claims of the creditors of the Issuer’s subsidiaries. In addition, the Issuer has been classified as one of the Total Loss-Absorbing Capacity (“TLAC”) Covered SIBs, and the FSA (as defined below) has expressed its view that Single Point of Entry resolution would be the preferred strategy for resolution of the TLAC Covered SIBs. As a result, the Notes are expected to become subject to loss absorption if the Issuer becomes subject to orderly resolution measures under the Companies Act (as defined below), the Financial Instruments and Exchange Act (as defined below), the Deposit Insurance Act (as defined below) and Japanese insolvency laws. These restrictions could prevent the Issuer’s subsidiaries from paying cash to the Issuer that the Issuer needs in order to make payments under the Notes. See “Risk Factors—Risks applicable to all Notes—The Notes will be structurally subordinated to indebtedness and other liabilities of the Issuer's subsidiaries, including Nomura Securities Co., Ltd. and Nomura Financial Products & Services, Inc.” and “Risk Factors— Risks applicable to all Notes— The Notes may become subject to loss absorption if the Issuer becomes subject to orderly resolution measures under the Deposit Insurance Act and Japanese insolvency laws. As a result, the value of the Notes could be materially adversely affected, and Noteholders may lose all or a portion of their investments.”