20-F: Nomura Holdings Reports Soaring Profits and Strong Strategic Progress in Fiscal 2025, Announces Increased Dividends and Share Buyback

Sentiment:

Annual Report 23 June 2025 8:36 AM

Nomura Holdings, Inc. announced a significant surge in net income and return on equity for the fiscal year ended March 31, 2025, driven by robust performance across its Wealth Management, Investment Management, and Wholesale divisions, alongside strategic expansion into private markets and a new Banking Division.

Delay expectedEU CRRIII FRTB changes for market risk have been delayed to at least January 1, 2026, with a further delay to January 1, 2027, now proposed.The SEC has not yet adopted final rules requiring public reporting of large security-based swaps positions, and the timing for adoption remains unclear.Final rules for the best execution standard, order-by-order competition in auctions, and volume-based transaction pricing in the U.S. equity market have yet to be adopted, with unclear timelines.The SEC's proposed amendments to Regulation SCI (cybersecurity) have not yet been adopted, and it is unclear whether and when final rules may be adopted.FINRA's concept proposal for a potential Rule 4610, which would require certain broker-dealers to establish liquidity risk management programs, has yet to be adopted.The implementation of the SEC's comprehensive climate disclosure regime for public companies has been stayed due to litigation, making its effective date unclear.The main commencement date for 'The U.K. Short Selling Regulations 2025' (SSR 2025) is expected during 2025, indicating a pending regulatory change.The EU CSDR Refit amendment deferred the controversial mandatory buy-in requirement, keeping it suspended unless future conditions warrant reactivation.Certain longer-term measures under the EU EMIR 3.0 reforms, such as possible quantitative clearing mandates, remain under review.The increase in Japan's effective statutory tax rate from 31% to 31.5% will apply from fiscal years beginning on or after April 1, 2026.

Capital raiseThe company plans to maintain appropriate capital ratios and aims for sustainable growth through optimal capital allocation, balancing investment and shareholder returns.The company is investing for growth to realize its management strategy of expanding the scope of its business from public into private markets.The company aims for a total payout ratio, which includes dividends and share buybacks, of at least 50%.A new share buyback program was approved on April 25, 2025, authorizing the purchase of up to 100,000,000 shares or a maximum of 60 billion JPY during the period from May 15, 2025, to December 30, 2025.The company is looking into implementing further share buybacks, with details to be announced when finalized.The acquisition of Macquarie's U.S. and European public asset management business for approximately $1.8 billion (261.2 billion JPY) will be paid entirely in cash, representing a significant capital deployment for growth.

Better than expectedNet income attributable to NHI shareholders increased by 105.4% year-over-year, indicating a substantial improvement in profitability.Income before income taxes surged by 72.3% year-over-year, reflecting strong operational performance.Return on equity (ROE) reached 10.0% for FY2025, successfully meeting the company's strategic target of 8-10%+.The Wealth Management Division achieved its highest income before income taxes in 11 years, demonstrating significant progress in its business model transformation.The Investment Management Division recorded its highest business revenue and income before income taxes since its establishment, highlighting successful growth in asset management.The Wholesale Division achieved its highest revenue since FY2017, indicating broad-based strength across its trading and investment banking businesses.

Summary

Nomura Holdings, Inc. reported net revenue of 1,892.5 billion JPY for the fiscal year ended March 31, 2025, marking a 21.2% increase from the previous year.
Income before income taxes rose by 72.3% to 472.0 billion JPY, and net income attributable to NHI shareholders more than doubled, increasing by 105.4% to 340.7 billion JPY.
Return on equity (ROE) significantly improved to 10.0% for FY2025, meeting the company's target of 8-10%+ for the year.
Earnings per Share (EPS) for the year ended March 31, 2025, was 111.03 JPY, up from 52.69 JPY in the prior year.
The Wealth Management Division achieved its highest income before income taxes in 11 years, reaching 170.8 billion JPY, fueled by growth in recurring revenue and net inflows of 1,374.0 billion JPY (+95.7%).
The Investment Management Division recorded its highest business revenue and income before income taxes since its establishment in April 2021, with alternative assets under management increasing by 40.2% to 2,608.2 billion JPY.
The Wholesale Division saw revenue growth across all business lines and regions, achieving its highest revenue since the fiscal year ended March 31, 2017, driven by strong performance in Global Markets and Investment Banking.
The company declared a total annual dividend of 57 JPY per share for FY2025, including an ordinary dividend of 24 JPY per share and a commemorative dividend of 10 JPY per share for its 100th anniversary.
Total assets as of March 31, 2025, increased by 3.0% to 56,802.2 billion JPY, while NHI shareholders' equity rose by 3.6% to 3,470.9 billion JPY.
The common equity Tier 1 capital ratio stood at 14.52% as of March 31, 2025, exceeding the regulatory requirement and within the new target range of 11% to 14%.
A new Banking Division was established effective April 1, 2025, to enhance high-quality services in private markets and bespoke products.
The company authorized a new share buyback program of up to 100,000,000 shares or 60 billion JPY from May 15, 2025, to December 30, 2025.

Sentiment

Score: 8

Explanation: The overall sentiment is highly positive, reflecting strong financial performance with significant increases in net income and ROE, coupled with successful strategic initiatives across key business segments. The company's commitment to shareholder returns through increased dividends and share buybacks further reinforces this positive outlook. While there are ongoing legal and regulatory challenges and some market-related fluctuations in AUM, the proactive management and clear growth strategy contribute to a very favorable assessment.

Positives

Net income attributable to NHI shareholders increased by 105.4% year-over-year to 340.7 billion JPY, demonstrating strong profitability growth.
Income before income taxes surged by 72.3% to 472.0 billion JPY, indicating improved operational efficiency and revenue generation.
Return on equity (ROE) reached 10.0% for FY2025, successfully meeting the company's strategic target of 8-10%+ and reflecting enhanced capital efficiency.
The Wealth Management Division achieved its highest income before income taxes in 11 years (170.8 billion JPY), driven by consistent growth in recurring revenue and substantial net inflows of 1,374.0 billion JPY.
The Investment Management Division reported its highest business revenue and income before income taxes since its establishment in April 2021, with alternative assets under management growing by 40.2% to 2,608.2 billion JPY.
The Wholesale Division recorded its highest revenue since FY2017, with broad-based growth across Global Markets (Securitized Products, Equity Products, International Wealth Management) and Investment Banking (ECM, M&A in Japan and EMEA, Solutions).
The company announced a total annual dividend of 57 JPY per share for FY2025, including a 10 JPY commemorative dividend for its 100th anniversary, signaling confidence and commitment to shareholder returns.
A new share buyback program of up to 60 billion JPY (100 million shares) was authorized, aiming to enhance capital efficiency and provide flexible capital management.
The establishment of a new Banking Division effective April 1, 2025, positions the company for growth in private markets and bespoke products, aligning with broader industry trends.
The acquisition of Macquarie's U.S. and European public asset management business for approximately $1.8 billion (261.2 billion JPY) is expected to expand the Investment Management division's capabilities and assets under management.

Negatives

Wealth Management client assets decreased from 153.6 trillion JPY to 143.8 trillion JPY as of March 31, 2025, primarily due to market depreciation in equities and investment trusts, despite positive net inflows.
The number of flow business clients in Wealth Management declined by 2.9% to 1,644 thousand, indicating a slight contraction in this client base.
Net inflows for the Investment Management Division decreased by 29.5% year-over-year to 2.648 trillion JPY, despite remaining at a high level.
Gain on private equity and debt investments decreased by 35.7% to 7.634 billion JPY, and gain (loss) on investments in equity securities decreased by 95.4% to 444 million JPY, primarily due to market corrections.
A former employee of Nomura Securities Co., Ltd. (NSC) was arrested and indicted in October/November 2024 for misconduct, raising concerns about internal controls and employee actions.
NSC received an administrative monetary penalty from the Financial Services Agency (FSA) in October 2024, following a recommendation from the Japanese Securities and Exchange Surveillance Commission (SESC) regarding unlawful JGB futures transactions.
The company faces ongoing legal proceedings, including a claim from a Prosecutor of the Court of Auditors in Italy (approx. EUR 122.8 million) and commercial suits in India (approx. INR 5.2 billion), which could result in significant liabilities.
The European Commission's fine for infringing EU competition law in European Government Bonds markets was upheld (though reduced) on appeal, and the company has further appealed to the Court of Justice of the European Union.
The company is subject to various regulatory delays, including the proposed further delay of EU CRRIII FRTB changes for market risk to January 1, 2027, and the unclear adoption timelines for several proposed U.S. SEC and FINRA rules.

Risks

The company's business may be materially affected by adverse changes or volatility in global financial markets and economic conditions, including those caused by geopolitical events like military disputes, acts of terrorism, economic sanctions, and pandemics.
Governmental fiscal and monetary policy changes in Japan (e.g., Bank of Japan's interest rate hikes) or other countries could negatively affect the company's business, financial condition, and results of operations.
Extended market declines and decreases in market participants can reduce liquidity, making it difficult to sell, hedge, or value assets, potentially leading to substantial losses, particularly with Over-The-Counter (OTC) derivatives.
Natural disasters, geopolitical events, or infectious diseases could exceed the assumptions of the company's business continuity plan, adversely affecting operations, facilities, systems, or communication networks.
The financial services industry faces intense competition from other financial firms, online securities firms, FinTech companies, and non-financial companies entering the sector, which could impact market share and profitability.
The company may incur significant losses from its trading and investment activities due to market fluctuations, even with hedging techniques, as demonstrated by the U.S. Prime Brokerage Event.
Holding large and concentrated positions of securities and other assets exposes the company to significant losses if prices fluctuate, as seen in the U.S. Prime Brokerage Event.
The company's hedging strategies may not be fully effective in preventing losses, as historical patterns and correlations may not continue, and certain strategies may even increase risk.
The company's risk management policies and procedures may not be fully effective in identifying, monitoring, and managing all risks, potentially leading to significant losses from unexpected future risk exposures or inaccurate information.
Market risk could exacerbate other risks, such as increasing the need for liquidity while impairing access to cash, or weakening the financial condition of clients and counterparties, thereby increasing credit risk.
Brokerage and asset management revenues may decline due to market downturns, reduced trading volumes, or shifts in client investment preferences towards lower-fee products.
Investment banking revenues may decrease if financial or economic conditions unfavorably affect the number and size of transactions for which the company provides services.
The company is exposed to losses when third parties default or fail to perform their obligations, as exemplified by the U.S. Prime Brokerage Event and a recent settlement failure with a broker counterparty.
Model risk, arising from errors or incorrect/inappropriate application of models used for valuation or creditworthiness estimation, could lead to financial loss, incorrect decision-making, or damage to credibility.
As a holding company, Nomura Holdings, Inc. depends heavily on payments from its subsidiaries, and regulatory or legal restrictions may limit the free flow of funds, hindering its ability to settle financial obligations.
The company may have to recognize impairment losses on goodwill, tangible assets, and intangible assets, which could adversely affect its financial condition and results of operations.
Liquidity risk could impair the company's ability to fund operations and jeopardize its financial condition if it is unable to access unsecured or secured funding, sell assets, or if its credit ratings are lowered.
Equity investments in affiliates and other investees accounted for under the equity method may decline significantly, resulting in impairment losses.
Operational risk, including fraud, compliance failures, IT issues, cybersecurity breaches, human errors, or external events, could adversely affect the company's business and lead to financial or non-financial impacts.
Reputational risk, arising from perceived inappropriate, unethical, or inconsistent actions, could adversely affect the company's business outlook, financial condition, or results of operations.
The company may identify a material weakness in its internal control over financial reporting, which could undermine confidence in its financial information, limit access to capital markets, and lead to regulatory investigations.
Misconduct, fraud, or other criminal activity by employees, directors, officers, or third parties could occur, harming the company's reputation and client relationships, and potentially resulting in regulatory sanctions or financial damage.
A failure to identify and appropriately address conflicts of interest could adversely affect the company's reputation, client relationships, and lead to regulatory actions or litigation.
The company is subject to substantial legal and regulatory risks, including potential legal liability, significant penalties, and limitations on business activities due to extensive and tightening regulations.
Deferred tax assets may be impacted by changes in business conditions, tax laws, or accounting regulations, potentially resulting in an adverse effect on operating results and financial condition.
Defects in anti-money laundering and counter-terrorism financing measures could lead to administrative penalties or punitive fines.
Unauthorized disclosure or misuse of personal information held by the company may adversely affect its business, leading to government actions, lawsuits, or reputational damage.
System failure, information leakage, and the cost of maintaining sufficient cybersecurity could adversely affect the company's business, financial condition, and results of operations.
The company's business may be adversely affected if it is unable to hire, retain, and develop qualified personnel due to intense competition for talent.

Future Outlook

Nomura has formulated a new Management Vision for fiscal 2030, 'Reaching for Sustainable Growth,' aiming to achieve an ROE of 8-10%+ and income before income taxes of over 500 billion JPY. The company plans to deepen its global strategy leveraging its Japan franchise, achieve sustainable growth of stable revenues, and further promote its strategy to provide platforms. This includes expanding into private markets, strengthening Wealth Management and Investment Management, fostering growth and stability in the Wholesale business, and enhancing new areas such as Digital Financial Services and the sustainability sector. A new Banking Division was established on April 1, 2025, to leverage strengths in private markets and bespoke products, meeting diverse client needs in asset building and estate planning. The company will continue to invest in and enhance its technology platforms and strengthen human resource development to support these strategic goals.

Management Comments

"We aspire to create a better world by harnessing the power of financial markets."
"Nomura Group will continue to leverage its knowledge and expertise to deliver added value and create a better world through the financial markets."
"To enhance its corporate value, the Company utilizes return on equity (ROE) as a management indicator and will strive for sustainable business transformation."
"We will focus on the following areas to achieve these goals: (i) deepen global strategy leveraging our Japan franchise, (ii) achieve sustainable growth of stable revenues, and (iii) further promote our strategy to provide platforms."
"We will continue to review our entire business portfolio while looking at the competitive environment, and intend to implement our strategies in consideration of potential risks."
"We believe that information technology is integral to our overall business and intend to maintain and enhance our technology platform to ensure that we are able to meet and exceed our clients needs."
"We will continue to strengthen the development of our human resources with the qualities required for the upcoming era, such as consulting capabilities that make full use of both face-to-face and virtual communications."
"The decision to launch the new division was driven by the megatrends of inflation, the changing interest rate environment and the acceleration of movements toward the realization of Japanese government's Policy Plan for Promoting Japan as a Leading Asset Management Center."
"The Nomura Group takes these matters very seriously and emphasizes that incidents of this nature must never occur at a financial institution entrusted with safeguarding its clients assets."

Industry Context

The financial services industry is experiencing intense competition, exacerbated by increasing digitalization, the rise of FinTech companies, and the entry of non-financial companies into the sector. There is a trend towards consolidation and convergence among financial institutions, leading to larger, more diversified financial groups. Globally, central bank monetary policies, such as the Bank of Japan ending its negative interest rate policy and raising rates, and the U.S. Federal Reserve Board beginning its rate-cutting cycle, are creating market volatility and influencing investment strategies. Regulatory scrutiny is intensifying worldwide, with new and revised regulations (e.g., Basel III, TLAC, climate disclosure mandates, anti-money laundering measures) impacting operational costs and business models. Nomura's strategic focus on expanding into private markets and establishing a new Banking Division aligns with the broader industry trend of seeking stable, diversified revenue streams and responding to evolving client needs in a complex macroeconomic environment.

Comparison to Industry Standards

Nomura's ROE of 10.0% for FY2025 meets its target of 8-10%+, reflecting a strong performance in line with its cost of capital and competitive positioning against global benchmarks.
The company's common equity Tier 1 capital ratio of 14.52% as of March 31, 2025, exceeds the required level (7.71%) and falls within its new target range of 11% to 14%, indicating robust financial soundness compared to Basel III regulatory standards for financial institutions.
Nomura's compliance with Basel III, TLAC, and other regulatory capital requirements demonstrates its adherence to global financial stability benchmarks, positioning it alongside other systemically important financial institutions.
The company's investment in cybersecurity strategy, designed to be in line with 'industry best practice standards,' indicates a commitment to operational resilience comparable to leading financial firms.
The acquisition of Macquarie's U.S. and European public asset management business for approximately $1.8 billion is a strategic move to expand its asset management capabilities, a common growth strategy among global financial players seeking to diversify revenue and AUM, similar to how other large asset managers like BlackRock or Vanguard expand their offerings.
The company's efforts to enhance comprehensive wealth management services and expand into private markets reflect a broader industry shift among global banks and wealth managers, such as UBS or Morgan Stanley, to cater to diversifying client needs and higher-value segments.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chairman of Nomination Committee	Kazuhiko Ishimura	Taku Oshima	2024-06-25	Appointment
Chairman of Compensation Committee	Kazuhiko Ishimura	Taku Oshima	2024-06-25	Appointment
Director	Koji Nagai		2025-06-24	Scheduled resignation
Compensation Committee Member		Miyuki Ishiguro	2025-06-24	Slated appointment
Nomination Committee Member		Miyuki Ishiguro	2025-06-24	Slated appointment
Chairperson of Board Risk Committee	Laura Simone Unger	Patricia Mosser	2025-06-24	Slated appointment
Outside Director		Nellie Liang	2025-06-24	New appointment
Chief Financial Officer	Takumi Kitamura	Hiroyuki Moriuchi	2025-06-25	Appointment; Takumi Kitamura transitioned to Chief Transformation Officer
Chief Transformation Officer		Takumi Kitamura	2025-06-25	New role for previous CFO
Head of Content Company and Global Regulatory Affairs	Yosuke Inaida (Chief Compliance Officer)	Yosuke Inaida	2025-04-01	Change in role/responsibilities
Chairman of Investment Management		Christopher Willcox	2025-04-01	New additional role for Head of Wholesale

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Committee Structure	The company maintains its 'Company with Three Board Committees' structure, separating management oversight from business execution to strengthen corporate governance, increase transparency, and expedite decision-making.	2003-06-26	Enhances management oversight and transparency by clearly delineating responsibilities and promoting independent decision-making.
Non-Statutory Committee Establishment	The Board Risk Committee, a non-statutory committee, was established to deepen the Board of Directors' oversight of risk management and contribute to its sophistication.		Strengthens the firm's risk management framework by providing a dedicated forum for senior-level deliberation and oversight of risk strategies and execution.
Committee Composition	The Nomination Committee, Audit Committee, and Compensation Committee are composed of a majority of outside directors, with plans for the Nomination and Compensation Committees to become entirely composed of outside directors after the June 24, 2025 Annual General Meeting of Shareholders.	2025-06-24	Increases the independence and objectivity of key governance functions, aligning with best practices for corporate oversight and shareholder protection.
Director Liability Limitation	The company has entered into Limitation of Liability Agreements with its outside directors and Director Shoji Ogawa, limiting their liability to the company for damages incurred in good faith and without gross negligence, to the higher of 20 million JPY or a legally prescribed amount.		Provides protection to non-executive directors, encouraging qualified individuals to serve on the board by mitigating personal liability risks, while still holding them accountable for gross negligence.
Insurance Coverage	The company has entered into directors and officers liability insurance contracts, indemnifying losses such as compensation for damages and litigation costs for insured persons, with all premiums borne by the company.		Further protects directors and officers from financial exposure related to their duties, supporting effective governance and risk-taking within defined parameters.
Code of Conduct Revision	The Nomura Group Code of Conduct was revised in March 2025 to strengthen mutual support and enhance risk management.	2025-03-01	Reinforces ethical standards and promotes a stronger risk culture across the organization, aiming to prevent misconduct and build trust.
Group Purpose Establishment	The Nomura Group established a Group Purpose, 'We aspire to create a better world by harnessing the power of financial markets,' to underpin group management.	2024-04-01	Provides a clear, unifying mission for the entire group, guiding strategic decisions and fostering a shared sense of responsibility towards stakeholders and society.
Management Vision Formulation	A new Management Vision for fiscal 2030, 'Reaching for Sustainable Growth,' was formulated in May 2024 to promote management strategies aligned with the Group Purpose.	2024-05-01	Sets clear long-term strategic direction and quantitative targets (ROE 8-10%+, income before taxes over 500 billion JPY), providing a roadmap for sustainable growth.
Organizational Restructuring	A new Culture & Engagement Division was established in April 2025 to promote the cultivation of a positive corporate culture across the group and enhance employee engagement.	2025-04-01	Aims to improve internal cohesion, employee satisfaction, and overall organizational effectiveness, which are critical for long-term performance.
Performance Management Integration	The promotion of Inclusion has been incorporated into the performance management system for all employees and executives worldwide starting in fiscal year 2024.	2024-04-01	Encourages a deeper understanding of inclusion and promotes contributions to creating a better work environment, fostering diversity and a sense of belonging.
Compensation Policy	The company has established a Compensation Recovery Policy to comply with U.S. Securities Exchange Act of 1934, allowing for reduction, suspension, forfeiture, or repayment of compensation in cases of material financial restatements or violations.		Strengthens accountability for executive compensation, aligning it with financial integrity and compliance, and mitigating risks of misconduct.

Legal Proceedings

Two actions were brought against Nomura International plc (NIP) by Fairfield Sentry Ltd. and Fairfield Sigma Ltd. liquidators and the Madoff Trustee, seeking to recover approximately $34 million and $24.4 million plus interest, respectively, related to payments allegedly made to NIP by BLMIS feeder funds.
The company's U.S. subsidiaries faced residential mortgage-backed securities (RMBS) repurchase claims totaling $3,203 million, with five settlement agreements finalized and two remaining Trusts awaiting court proceedings.
NIP is involved in two Italian civil claims by Alken Fund Sicav (seeking approx. EUR 434 million plus interest) and York Global Finance Offshore BDH (Luxembourg) Srl (seeking approx. EUR 186.7 million plus interest) related to structured financial transactions with Banca Monte dei Paschi di Siena SpA (MPS); Alken's appeal was dismissed but further appealed to the Italian Supreme Court, and York's claims were rejected but appealed to the Milan Court of Appeal.
The European Commission found NIP and the Company infringed EU competition law in European Government Bonds (EGB) markets, imposing a fine of approximately EUR 129.6 million (reduced to EUR 125.6 million on appeal), which NIP and the Company have further appealed to the Court of Justice of the European Union.
NIP was a defendant in a class action in the U.S. District Court for the Southern District of New York alleging U.S. antitrust law violations related to EGB market manipulation, which has received final Court approval for settlement without admitting wrongdoing.
The company has responded to requests for information from the U.S. Commodity Futures Trading Commission (CFTC) regarding swap trading related to bond issuances, with a civil enforcement action filed against a Nomura employee.
Nomura International (Hong Kong) Limited (NIHK) and Nomura Special Investments Singapore Pte Limited (NSIS) were served with commercial suits in the Taipei District Court by FT Syndicate Banks, seeking approximately $63 million in damages plus interest, related to a syndicated term loan facility, which was dismissed by the District Court but appealed to the Taiwan High Court.
NIP and another Nomura Group entity are cooperating with a Cologne public prosecutor's investigation in Germany into possible tax fraud related to historic cum/ex and cum/cum trading strategies in German equities, which could lead to criminal or administrative sanctions.
Nomura Financial Advisory and Securities (India) Private Limited (NFASI) was served with seven commercial suits in India seeking approximately INR 5.2 billion in damages plus interest, alleging failure to comply with duties as a financial advisor.
NIP received a statement of claim from a Prosecutor of the Court of Auditors in Italy seeking approximately EUR 122.8 million in civil damages related to an advisory relationship entered into in 2005.
Nomura Securities Co., Ltd. (NSC) decided to carry out a thorough investigation and provide potential compensation to customers for damages incurred due to unauthorized access to securities accounts through phishing scams.
A counterparty has asserted a claim against NIP and Nomura Singapore Limited (NSL) relating to derivative transactions, alleging excess sums charged and damages for breach of contract, though no legal proceedings have been issued to date.
As of March 31, 2025, a total liability of 14,240 million JPY has been recognized for outstanding and unsettled investigations, lawsuits, and other legal proceedings where loss is considered probable and reasonably estimable.
As of June 23, 2025, for cases where an estimate of the range of reasonably possible losses can be made, the total aggregate reasonably possible maximum loss in excess of amounts recognized as a liability is approximately 52 billion JPY.

Related Party Transactions

Nomura Research Institute, Ltd. (NRI): Nomura's ownership was 23.0% as of March 31, 2025. For the year ended March 31, 2025, Nomura purchased 44,954 million JPY worth of software and computer equipment and paid 52,721 million JPY for other services to NRI, while receiving 727 million JPY from NRI.
Nomura Real Estate Holdings, Inc. (NREH): Nomura's ownership was 37.2% as of March 31, 2025. On April 10, 2025, Nomura sold certain owned land and buildings in Takanawa, Tokyo, to Nomura Real Estate Development Co., Ltd. (a subsidiary of NREH) and a third-party financing company, expecting a gain of approximately 56,144 million JPY in the first quarter of fiscal year ending March 2026.
Loans to directors and other related parties: No significant outstanding loans were made to directors and other related parties outside the normal course of business or on unfavorable terms during the years ended March 31, 2023, 2024, and 2025.

Stakeholder Impact

Shareholders: Expected to benefit from significantly increased net income, improved ROE, higher EPS, and a substantial increase in total annual dividends, including a commemorative dividend. The share buyback program also aims to enhance shareholder value. However, ongoing legal proceedings and regulatory actions pose potential risks to share price and financial performance.
Clients: The company's focus on enhancing comprehensive wealth management services, providing diversified investment solutions, and offering tailored advice aims to increase client satisfaction and meet evolving needs. The establishment of a new Banking Division is intended to provide high-quality services in private markets. However, incidents of former employee misconduct and phishing scams leading to unauthorized access to accounts could impact client confidence and trust.
Employees: The company emphasizes human capital initiatives, including talent development, performance appraisal, and mobility strategies. The establishment of a Culture & Engagement Division and the integration of Inclusion into performance management aim to foster a positive and inclusive work environment. Well-being programs are being evaluated and expanded. However, instances of misconduct by employees can lead to reputational damage and stricter internal controls.
Regulatory Authorities: The company is subject to extensive and tightening regulations globally, requiring continuous compliance efforts and reporting. Ongoing investigations and administrative penalties highlight the need for robust internal controls and adherence to legal frameworks.
Society: Nomura aims to contribute to economic growth and development by facilitating the circulation of risk capital and providing financial services. Its commitment to sustainable finance, addressing climate change (e.g., net zero goals), and improving financial literacy demonstrates a broader social responsibility. However, past incidents of misconduct and regulatory infringements can negatively impact public perception and trust in the financial industry.

Next Steps

Continue to implement and thoroughly enforce measures to prevent recurrence of unlawful JGB futures trading and former employee misconduct.
Strengthen current measures for early detection of misconduct and management of employee actions, including establishing an Operational Reform Promotion Committee and heightening monitoring.
Further utilize the alumni network to strengthen community and promote re-employment.
Continue to promote a wide range of initiatives based on the digital transformation strategy to provide highly convenient services and respond to diversifying client needs.
Continue to strengthen the development of human resources with qualities required for the upcoming era, such as consulting capabilities.
Continue to review the entire business portfolio and implement strategies in consideration of potential risks.
Enhance collaboration across business lines, regions, and divisions to ensure continuity of service and add value to clients.
Deploy financial resources to selective and high-growth opportunities and focus on cost optimization.
Maintain and enhance the technology platform to meet and exceed client needs, including core system improvements in Wealth Management and advanced technology in Investment Management and Wholesale.
Continuously evaluate and introduce new well-being initiatives to improve employee physical, emotional, mental, and financial well-being.
Extend well-being initiatives, including Absenteeism, Presenteeism, and Work Engagement measurements, to other subsidiaries and the Nomura Group as a whole.
Complete the acquisition of Macquarie's U.S. and European public asset management business by the end of December 2025, subject to regulatory approvals.
Disclose key indicators for the new Banking Division from the fiscal year ending March 31, 2026.
Appeal the European Commission's decision regarding EU competition law infringement to the Court of Justice of the European Union.
Monitor developments and harmonize compliance with state-level climate disclosure requirements in the U.S.
Maintain ongoing compliance with the UK Sustainability Disclosure Requirements (SDR) and anti-greenwashing rule.
Comply with the new PRA policy requirements for Trading Activity Wind-down (TWD) from March 3, 2025.
Comply with EU Capital Requirements Regulation (CRRIII) changes from January 1, 2025.
Comply with Capital Requirements Directive (CRDVI) changes from January 11, 2026.
Comply with UK non-equity transparency changes from December 1, 2025.
Comply with the expansion of FCA Derivatives Trading Obligation (DTO) in-scope instruments to certain classes of SOFR OIS from June 30, 2025.
Comply with Regulation S-P amendments by December 3, 2025 (larger entities) and June 3, 2026 (smaller entities).
Comply with CFTC large trader position reporting requirements by June 3, 2026.
Comply with Securities Act Rule 192 (ABS conflict of interest) by June 9, 2025.
Comply with EBA ESG risk guidelines from January 11, 2026.
Transposition of the CSRD 'Stop the Clock Directive' into national laws by December 31, 2025.
Prepare for the increase in Japanese effective statutory tax rate from April 1, 2026.
Finalize and announce details of any further share buybacks.

Key Dates

Date	Description
2001-10-01	Company adopted a holding company structure and changed its name to Nomura Holdings, Inc., also listed on NYSE.
2003-06-26	Company strengthened oversight functions by adopting the Company with Three Board Committees system.
2008-09-01	Company acquired and integrated operations of Lehman Brothers in Asia Pacific, Europe, and the Middle East.
2010-10-05	First lawsuit filed against Nomura International plc (NIP) by Fairfield Funds liquidators related to BLMIS.
2011-04-01	Company designated as a Final Designated Parent Company, subject to consolidated regulatory capital adequacy ratio calculation.
2011-11-01	NIP served with a claim filed by the Madoff Trustee in the United States Bankruptcy Court for the Southern District of New York.
2012-06-30	NIP added as a defendant in an amended complaint by the Madoff Trustee.
2013-01-01	Special surtax measures on income tax introduced in Japan to fund earthquake restoration efforts.
2014-03-06	Amendments to FIEA and Deposit Insurance Act took effect, establishing an Orderly Resolution Regime for Financial Institutions.
2015-12-01	FSA identified NHI as a D-SIB and imposed a surcharge of 0.5% on its required capital ratio after March 2016.
2016-07-01	Company adopted its Declaration on Diversity and Inclusion initiative.
2017-09-01	Nomura International (Hong Kong) Limited (NIHK) served with a complaint in Taipei District Court by FT Syndicate Banks.
2017-11-01	Nomura Special Investments Singapore Pte Limited (NSIS) served with a complaint in Taipei District Court by FT Syndicate Banks.
2018-01-01	Claim before the Italian Courts brought by Alken Fund Sicav served on NIP.
2018-05-22	CONSOB issued its decision levying fines on former NIP employees related to market manipulation.
2019-05-01	Claim before the Italian Courts brought by York Global Finance Offshore BDH (Luxembourg) Srl served on NIP.
2019-05-31	Bill to amend FIEA and Payment Services Act passed by the Diet of Japan.
2019-12-03	Company adopted a new code of ethics (Nomura Group Code of Conduct and Nomura Group Code of Ethics for Financial Professionals).
2020-04-01	Nomura acquired 100% of Greentech Capital, LLC.
2020-05-01	Amendment to FIEA regarding electronically recorded transferable rights and crypto assets became effective.
2020-12-01	Milan Court of Appeal annulled CONSOB decision against NIP.
2021-05-20	European Commission issued a decision finding NIP and the Company infringed EU competition law in EGB markets.
2021-09-01	Company joined the Net Zero Banking Alliance (NZBA).
2022-08-01	Nomura Financial Advisory and Securities (India) Private Limited (NFASI) served with commercial suits filed with the Bombay High Court.
2022-12-05	Nomura participated in a secondary offering at Nomura Research Institute, Ltd. as a seller.
2023-04-01	Company adopted ASU 2022-02 Financial instruments – Credit losses (Topic 326): Troubled debt restructurings and vintage disclosures.
2023-07-27	SEC approved FINRA's amendments to Rule 4210 regarding margin requirements for forward-settling agency mortgage-backed securities.
2023-10-13	SEC adopted new Rule 10c-1a requiring reporting of securities loans to a registered national securities association.
2023-10-26	The Economic Crime and Corporate Transparency Act 2023 (ECCT Act) received Royal Assent in the U.K.
2023-11-01	Taipei District Court dismissed FT Syndicate Banks' claims in entirety.
2023-11-27	SEC adopted Rule 192 prohibiting securitization participants from engaging in material conflicts of interest.
2023-12-13	SEC adopted rules requiring covered clearing agencies in U.S. Treasury security market to adopt policies for clearing certain secondary market transactions.
2024-01-18	Council and European Parliament reached a provisional agreement on the anti-money laundering package.
2024-01-31	Board of Directors authorized a share buyback program of up to 125,000,000 shares or 100 billion JPY.
2024-03-06	SEC adopted rule amendments revising and expanding reporting and disclosure requirements relating to execution quality.
2024-03-31	Fiscal year end for 2024 financial results.
2024-04-01	Company renamed Retail Division to Wealth Management Division; new Group Purpose established; voluntary change in accounting policy for non-BD entities; new Banking Division established.
2024-04-22	Company entered into a share purchase agreement to acquire Macquarie's U.S. and European public asset management business.
2024-05-01	Italian Court rejected all of York's claims.
2024-05-16	U.S. Department of the Treasury and SEC jointly issued a proposed rulemaking for investment advisers to verify customer identities.
2024-05-22	FINRA's amendments to Rule 4210 became effective.
2024-05-23	CFTC adopted amendments to regulations imposing minimum capital requirements and financial reporting obligations on swap dealers.
2024-05-31	FCA anti-greenwashing rule became effective for Nomura entities.
2024-06-03	CFTC amended regulations regarding large trader position reporting requirements for futures and options.
2024-06-19	EU AML Package adopted by the European Council and published in the EU's Official Journal.
2024-06-24	Annual General Meeting of Shareholders (proposed director appointments).
2024-07-18	CFTC approved an order granting conditional substituted compliance for nonbank swap dealers organized in the U.K.
2024-07-26	FCA published a Consultation Paper (CP24/14) on the Derivatives Trading Obligation (DTO) and Post Trade Risk Reduction Services.
2024-08-28	FinCEN issued a final rule expanding the definition of financial institution under U.S. Bank Secrecy Act to include certain investment advisers.
2024-09-25	Japanese Securities and Exchange Surveillance Commission (SESC) issued a recommendation for an administrative monetary penalty against NSC.
2024-10-01	Italian Court of Auditors claim against NIP related to an advisory relationship in 2005.
2024-10-01	NSC received a suspension of Special Entitlements of JGB Market Special Participants (Primary Dealer) from Japans Ministry of Finance and an order for an administrative monetary penalty from the FSA.
2024-10-01	Former employee of NSC arrested by Hiroshima Prefecture police.
2024-11-01	Former employee of NSC indicted by the Hiroshima District Public Prosecutors Office.
2024-11-21	International Organization of Securities Commission (IOSCO) published a Consultation Report (CR) on Pre-Hedging.
2024-11-27	SEC adopted a rule (Securities Act Rule 192) prohibiting securitization participants from engaging in material conflicts of interest.
2024-12-01	UK non-equity transparency changes will come into force.
2024-12-12	SEC stayed implementation of certain equity market structure rules due to pending litigation.
2025-01-02	SEC approved FINRA's proposed rule change to adopt the new FINRA 6500 series – Securities Lending and Transparency Engine.
2025-01-09	European banking authority (EBA) published its final guidelines on the management of environmental, social and governance (ESG) risks.
2025-01-13	HMT published 'The U.K. Short Selling Regulations 2025' (SSR 2025).
2025-01-17	Digital Operational Resilience Act (DORA) must be implemented.
2025-02-26	European Commission published an Omnibus package aimed at simplifying and aligning its sustainability reporting and due diligence laws.
2025-03-01	General Court upheld the European Commission's decision but reduced the fine amount.
2025-03-03	NEHS became subject to the new PRA policy requirements for Trading Activity Wind-down (TWD).
2025-03-27	SEC voted to end its defense of the climate disclosure rules.
2025-03-31	Fiscal year end for 2025 financial results.
2025-04-10	Nomura sold certain owned land and buildings in Takanawa, Tokyo.
2025-04-15	The 'Stop the Clock Directive' for CSRD entered into force.
2025-04-24	U.S. Court of Appeals for the Eighth Circuit ordered that the suits challenging SEC climate disclosure rules be held in abeyance.
2025-04-25	Board of Directors approved a new share buyback program.
2025-05-15	Board of Directors approved RSU and PSU grants.
2025-05-23	NSU grants to senior management and employees.
2025-06-23	Date of filing of the annual report.
2025-06-30	FCA DTO in-scope instruments expanded to certain classes of SOFR OIS.
2025-07-10	EU AMLD 6 must be transposed in national legislation; AMLR starts to apply.
2025-12-30	End date for the new share buyback program.
2026-01-01	EU CRRIII changes (final Basel 3.1 standards) effective.
2026-01-11	CRDVI changes (third-country firms via EU branches/subsidiaries) apply; EBA ESG risk guidelines apply to EU subsidiaries.
2026-03-31	Earliest SEC climate disclosure rules apply to Nomura's annual report.
2026-04-01	Japanese effective statutory tax rate increases to 31.5% for fiscal years beginning on or after this date.
2026-06-03	Compliance date for CFTC large trader position reporting requirements.
2026-06-09	Compliance date for ABS conflict of interest rule.
2026-12-03	Larger entities required to comply with Regulation S-P amendments.
2026-12-31	Requirement to clear applicable cash transactions in U.S. Treasury securities scheduled to come into effect.
2027-01-01	New Basel 3.1 standards in the UK will be applied.
2027-06-30	Requirement to clear repurchases and reverse repurchases scheduled to come into effect.
2028-06-30	European Commission extended temporary equivalence decision for UK central counterparties (CCPs) by three years.
2030-12-31	U.K. BMR transitional period extended.
2050-03-31	Goal to achieve net zero GHG emissions attributable to lending and investment portfolios.

Recommendation

strong buy

Keywords

Financial Services, Investment Banking, Wealth Management, Asset Management, Wholesale, Global Markets, SEC Filing, Annual Report, Japan, Financial Performance, Risk Management, Corporate Governance, Dividends, Share Buyback, M&A, Private Equity, Debt Securities, Derivatives, Regulatory Compliance, Capital Ratios, Liquidity, Cybersecurity, Sustainability, Financial Results

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