HSBC (HSBC) grants 182,795 conditional awards under 2011 share plan

Rhea-AI Filing Summary

HSBC Holdings plc has granted conditional share awards to employees and former employees under the HSBC Share Plan 2011. The awards cover a total of 182,795 ordinary shares of US$0.50 each, granted at a purchase price of GBP 0 when the London Stock Exchange closing price was GBP 13.434.

Most awards vest over three years, with 33% vesting on the first and second anniversaries of grant and 34% on the third. Certain Material Risk Takers may face vesting of up to five years, and many awards are subject to a 12‑month retention period during which shares cannot be sold.

The plan operates within share issuance limits. Up to 1,109,282,774 shares remain available under the 10% overall company share capital limit, and 355,780,573 shares remain under the separate 5% limit for this plan. Plan awards form part of deferred bonus and are subject to clawback in line with HSBC’s internal policy and applicable regulations.

Key Figures

Shares under new awards: 182,795 shares Closing market price: GBP 13.434 per share Purchase price of awards: GBP 0 +5 more

8 metrics

Shares under new awards 182,795 shares Conditional awards granted on 6 May 2026 under HSBC Share Plan 2011

Closing market price GBP 13.434 per share London Stock Exchange closing price on grant date

Purchase price of awards GBP 0 Exercise/purchase price for conditional awards

Standard vesting schedule 3 years (33%, 33%, 34%) Annual vesting on first, second and third anniversaries of grant

Maximum vesting period Up to 5 years For Group and local Material Risk Takers under regulations

Retention period 12 months Post-vesting retention when shares cannot be sold

Shares available under 10% limit 1,109,282,774 shares Remaining issuance capacity across all employee plans

Shares available under 5% plan limit 355,780,573 shares Remaining issuance capacity specific to this plan limit

Key Terms

conditional awards, Material Risk Takers, retention period, clawback, +2 more

6 terms

conditional awards financial

"granted conditional awards ("Awards") to employees and former employees to subscribe for a total of 182,795 ordinary shares"

Material Risk Takers financial

"Group and local Material Risk Takers may be subject to longer vesting periods of up to five years"

retention period financial

"Awards may be subject to a 12-month retention period following vesting"

clawback financial

"Clawback applies to the Plan Awards in line with the Company's regulatory obligations as set out in the Company's internal clawback policy"

A clawback is a contractual or legal right to recover money that was already paid out—often executive bonuses, incentives, or erroneous payments—when certain conditions change, such as fraud, accounting mistakes, or failure to meet performance targets. It matters to investors because clawbacks protect shareholder value by discouraging risky or misleading behavior, can affect future cash flow and executive incentives, and signal stronger governance, much like a store recalling a refund after discovering it was issued in error.

variable pay financial

"Performance targets instead attach to the initial award of the Variable Pay"

financial assistance financial

"Arrangements for the Company or a subsidiary to provide financial assistance to the grantees | None"

Form 6-K: How Foreign Companies Report to the SEC →

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a - 16 or 15d - 16 of

the Securities Exchange Act of 1934

For the month of May

HSBC Holdings plc

8 Canada Square, London E14 5HQ, England

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F).

Form 20-F X Form 40-F  

 The following is the text of an announcement released to The Stock Exchange of Hong Kong Limited on 7 May 2026 pursuant to rules 17.06A, 17.06B and 17.06C of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited:

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.

7 May 2026

                                                                                                                                                                                                                                                                                                                                                                  (Hong Kong Stock Code: 5)

HSBC HOLDINGS PLC

GRANT OF CONDITIONAL AWARDS

This announcement is made pursuant to Rules 17.06A, 17.06B and 17.06C of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

On 6 May 2026, HSBC Holdings plc (the "Company") granted conditional awards ("Awards") to employees and former employees to subscribe for a total of 182,795 ordinary shares of US$0.50 each of the Company ("Shares") under the HSBC Share Plan 2011 (the "Plan").

The following are the details of the grants:

Grants to other grantees:
Category of grantee	Employees and former employees
Number of shares under Awards	182,795
Closing market price of the ordinary shares on the London Stock Exchange on the date of grant	GBP 13.434
Purchase price of Awards granted	GBP 0
Vesting period of the Awards	Under the HSBC Group-wide deferral policy, vesting occurs over a three year period with 33% vesting on the first and second anniversaries of grant and 34% on the third anniversary. Group and local Material Risk Takers may be subject to longer vesting periods of up to five years, as required under the relevant remuneration regulations. Awards may be subject to a 12-month retention period following vesting. Immediately vested share awards may be subject to a 12-month retention period following vesting. The Company views it as appropriate for the immediately vested share awards to vest immediately and not to be subject to a vesting period for two reasons: 1)   The immediately vested share award is a non-deferred portion of the Material Risk Takers remuneration, which must be partly delivered in shares to comply with UK regulation; each employee will also be granted a deferred share award for which the vesting schedule is noted above. 2)   The immediately vested share award is subject to a retention period of 12-months, during which time the shares cannot be sold. The vesting period for buy-out awards for new hires generally mirror those of the forfeited awards from the previous employer. Where the forfeited award was subject to a post vesting retention period, a retention period will be applied to the buy-out award.
Performance Targets and Clawback	No performance targets apply to any Plan Awards on the basis that the Awards are a form of deferred bonus to meet regulatory requirements in the UK. Performance targets instead attach to the initial award of the Variable Pay. Buy-out awards are subject to clawback where the forfeited award of the relevant employee's former employer was subject to clawback. Where the employee's forfeited award was not subject to clawback, no clawback terms are applied to the replacement HSBC award. Clawback applies to the Plan Awards in line with the Company's regulatory obligations as set out in the Company's internal clawback policy.
Arrangements for the Company or a subsidiary to provide financial assistance to the grantees	None
Number of shares available for future grant under the plan mandate	The Plan is subject to two limits on the number of Shares committed to be issued under all Plan Awards: 1.   10% of the ordinary share capital of the Company in issue immediately before that day, less the number of Shares which have been issued, or may be issued, to satisfy Awards under the Plan, or options or awards under any other employee share plan operated by the Company granted in the previous 10 years. The number of Shares available to issue under this limit is 1,109,282,774. 2.   5% of the ordinary share capital of the Company in issue immediately before that day, less the number of Shares which have been issued, or may be issued, to satisfy Awards under the Plan. The number of Shares available to issue under this limit is 355,780,573.

For and on behalf of

HSBC Holdings plc

Angela McEntee

Group Company Secretary

The Board of Directors of HSBC Holdings plc as at the date of this announcement comprises: Brendan Robert Nelson*, Georges Bahjat Elhedery, Geraldine Joyce Buckingham†, Wei Sun Christianson†, Rachel Duan†, Dame Carolyn Julie Fairbairn†, James Anthony Forese†, Ann Frances Godbehere†, Steven Craig Guggenheimer†, Manveen (Pam) Kaur, Dr José Antonio Meade Kuribreña†, Kalpana Jaisingh Morparia†, Eileen K Murray† and Swee Lian Teo†.

*  Independent non-executive Chairman

†  Independent non-executive Director

HSBC Holdings plc

Registered Office and Group Head Office:

8 Canada Square, London E14 5HQ, United Kingdom Web:

www.hsbc.com

Incorporated in England and Wales with limited liability. Registration number 617987

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

HSBC Holdings plc

By:

Name: Angela McEntee

Title: Group Company Secretary

Date: 07 May 2026


 
 
 
 

FAQ

What did HSBC (HSBC) announce in this Form 6-K filing?

HSBC granted conditional share awards over 182,795 ordinary shares to employees and former employees under the HSBC Share Plan 2011. These awards form part of variable pay structures designed to meet UK remuneration and deferral regulations, rather than a public capital-raising transaction.

How many HSBC shares are covered by the new conditional awards?

The new conditional awards cover 182,795 HSBC ordinary shares of US$0.50 each. They were granted on 6 May 2026 to employees and former employees as part of the HSBC Share Plan 2011, with structured vesting and retention conditions aligned to regulatory requirements.

What is the vesting schedule for HSBC’s new share awards?

Most HSBC awards vest over three years: 33% on the first anniversary, 33% on the second, and 34% on the third. Certain Material Risk Takers can face vesting periods of up to five years, and many awards carry a 12‑month post‑vesting retention period restricting share sales.

What was the market price and purchase price of the HSBC awards?

On the grant date, HSBC’s ordinary shares closed at GBP 13.434 on the London Stock Exchange, while the purchase price for the conditional awards was GBP 0. This structure reflects that the awards are part of compensation rather than a typical employee share purchase plan.

How many HSBC shares remain available under the HSBC Share Plan 2011 limits?

Under the 10% company-wide limit, 1,109,282,774 shares remain available for issue to satisfy awards. Under the separate 5% plan-specific limit, 355,780,573 shares are available. These caps restrict how many shares HSBC may commit to employee share plans over time.

Are HSBC’s conditional awards subject to performance targets or clawback?

No additional performance targets apply to these plan awards, as they are a deferred bonus mechanism. However, awards are subject to clawback under HSBC’s internal clawback policy and, for buy-out awards, may mirror clawback terms from an employee’s previous employer where applicable.