Hsbc Holdings SEC Filings

HSBC Holdings plc has scheduled a Board committee meeting on 25 February 2026 to consider approving the final results for the year ended 31 December 2025 and a fourth interim dividend for 2025 on its ordinary shares.

If approved at this meeting, the dividend is expected to be paid on 30 April 2026 to shareholders on the UK principal register, the Hong Kong and Bermuda overseas branch registers, and to holders of American Depositary Shares in New York who are on record as of 13 March 2026. Detailed dividend terms will be set out in the final results announcement if approved.

HSBC Holdings plc reports updated information on its share capital and voting rights. As of 29 January 2026, the company had 17,175,239,862 ordinary shares of US$0.50 each in issue, with no shares held in treasury. This means the total number of voting rights is also 17,175,239,862. Shareholders can use this figure to calculate whether they need to notify HSBC and regulators about their ownership or changes in their holdings under UK and Hong Kong disclosure rules.

HSBC Holdings plc has confirmed that the scheme of arrangement to privatise Hang Seng Bank Limited has become effective. The High Court in Hong Kong sanctioned the scheme and related capital reduction on 23 January 2026, and all conditions were satisfied, making the scheme binding on 26 January 2026.

The listing of Hang Seng Bank shares on the Hong Kong Stock Exchange will be withdrawn at 4:00 p.m. on 27 January 2026. Scheme shareholders recorded on the scheme record date will receive the scheme consideration from HSBC Asia Pacific, with payments to be made by cheque or electronic transfer no later than the seventh business day after the scheme effective date, and expected on or before 4 February 2026.

HSBC Holdings plc has advanced its proposal to privatise Hang Seng Bank Limited via a court-approved scheme of arrangement under section 673 of the Hong Kong Companies Ordinance. The High Court sanctioned the scheme and confirmed the related capital reduction on 23 January 2026, and an office copy of the order, the approved minute and the return are expected to be delivered to the Hong Kong Registrar of Companies for registration on 26 January 2026.

Once these registration conditions are met and other remaining conditions continue to be satisfied or, where applicable, waived, the scheme is expected to become binding and effective on 26 January 20264:00 p.m. on 27 January 2026, subject to the scheme becoming effective. The announcement reiterates that the proposal will proceed only if all stated conditions are met by the conditions long stop date and urges shareholders and potential investors of HSBC Holdings and Hang Seng Bank to exercise caution when dealing in their securities.

HSBC Holdings plc reported that on 12 January 2026 it granted conditional share awards to employees under its HSBC International Employee Share Purchase Plan. These Awards cover a total of 351,143.02986 ordinary shares of US$0.50 each, split between 184,203.44037 London-listed shares and 166,939.58949 Hong Kong-listed shares. The purchase price for the Awards is GBP 0, meaning employees do not pay to receive the shares, and the Awards vest after 2 years and 9 months. The Awards carry no performance conditions or clawback provisions because the Plan is designed for all employees. The Plan is subject to an overall limit of 10% of the Company’s ordinary share capital, and 1,083,646,594 shares remain available to be issued under this limit.

HSBC Holdings, through its subsidiary HSBC Asia Pacific, is progressing a proposal to privatise Hang Seng Bank via a court-sanctioned scheme of arrangement. At the Hang Seng Bank Court Meeting, holders of 236,604,569 Scheme Shares, or about 85.75% of votes cast, approved the scheme, while 39,304,688 Ordinance Disinterested Shares, about 5.89% of total Ordinance Disinterested voting rights, voted against. A special resolution at the Hang Seng Bank General Meeting was also approved, with 1,424,322,294 votes for (97.30%) and 39,538,127 against (2.70%).

Hang Seng Bank has 1,872,937,536 shares in issue, of which HSBC Asia Pacific already holds 1,188,057,371 shares, or about 63.43%, as a strategic stake. Subject to remaining conditions, the scheme is expected to become effective on 26 January 2026, with the Hong Kong listing of Hang Seng Bank shares expected to be withdrawn at 4:00 p.m. on 27 January 2026. The register of members will close from 20 January 2026 to determine entitlement to the scheme consideration, and the latest time for trading in Hang Seng Bank shares is expected to be 4:10 p.m. on 14 January 2026.

HSBC Holdings plc filed a six‑monthly update on its block listings, covering activity in several employee and share‑based schemes for the period from 1 July 2025 to 31 December 2025. All securities reported are ordinary shares of US$0.50 each.

During this period, 93,727 shares were issued or allotted under the HSBC Share Plan 2011 and 118,316 shares under the HSBC International Employee Share Purchase Plan. No shares were issued under the other listed schemes, which include various employee and executive option plans and obligations linked to the acquisition of HSBC Finance Corporation. The filing also lists the remaining balances of shares that are authorised but not yet issued for each scheme.

HSBC Holdings plc reports its updated share capital and voting rights. On 29 December 2025, the company had 17,175,239,862 ordinary shares with a nominal value of US$0.50 each in issue, and no shares were held in treasury. Because there are no treasury shares, the total number of voting rights is also 17,175,239,862. Shareholders can use this figure as the denominator when working out whether they must disclose any interest or change in interest under UK and Hong Kong disclosure rules.

HSBC Holdings plc has announced that Ann Godbehere, its Senior Independent Director, will step down as a Director and retire from the Board at the Company's 2026 AGM. Until her retirement, she will continue to receive fees for her various HSBC roles, but she will not receive any payments for loss of office.

The company states there are no matters relating to her retirement that need to be brought to shareholders’ attention. As context, HSBC serves customers in 57 countries and territories and reported assets of US$3,234bn as of 30 September 2025, making it one of the world's largest banking and financial services organisations.