[6-K] HSBC HOLDINGS PLC Current Report (Foreign Issuer)

Rhea-AI Filing Summary

HSBC Holdings plc has given notice it will redeem in full its US$1,750,000,000 7.336% senior unsecured notes due 2026 at par on 3 November 2025. The redemption price is US$1,000 per US$1,000 principal and, because the Redemption Date is an Interest Payment Date, accrued but unpaid interest from and including 3 May 2025 to (but excluding) 3 November 2025 will be paid to holders of record on the Regular Record Date, 19 October 2025. Holders must surrender certificates to HSBC Bank USA in New York to receive payment. The notice includes a reminder about potential 24% U.S. backup withholding where applicable.

Positive

• Removal of high-cost debt: Redeeming 7.336% notes reduces future coupon obligations on this US$1.75bn tranche.
• Clear timeline and procedures: Redemption date, record date, surrender location and contact details are provided for orderly execution.

Negative

• Cash outflow required: HSBC must pay US$1.75bn at par plus accrued interest on 3 November 2025, reducing liquidity on that date.
• No refinancing details: Notice does not state whether proceeds will be replaced or how the liability will be otherwise managed.

Insights

Fixed Income Analyst

TL;DR: HSBC will retire US$1.75bn of high-coupon debt at par on 3 Nov 2025; holders receive accrued interest.

This is a straightforward par redemption of a 7.336% senior unsecured note issue maturing in 2026. Redeeming at par removes a relatively high-coupon liability from HSBC's balance sheet and shortens funded debt maturities. For noteholders, the redemption yields the principal plus accrued interest to the Regular Record Date. Operational steps and tax withholding rules are standard and specified in the notice.

Corporate Treasury Specialist

TL;DR: Issuer elected an in‑full par redemption, simplifying debt profile ahead of maturity and eliminating future coupon obligations.

From a treasury perspective, this action converts a funded obligation into a cash outflow on the Redemption Date and ceases interest accrual thereafter. The notice specifies surrender procedures, record date for interest, and backup withholding guidance, which are routine but important for processing. No contingent conditions or exchange offers are indicated; the redemption follows the indenture provisions.

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 September

HSBC Holdings plc

42nd Floor, 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  

NOTICE OF REDEMPTION

Dated 24 September 2025

US$1,750,000,000 7.336% Fixed Rate/Floating Rate Senior Unsecured Notes due 2026 (CUSIP No. 404280DQ9; ISIN: US404280DQ93)* (the 'Securities')

* No representation is made as to the correctness of such numbers either as printed on the Securities or as contained in this Notice of Redemption, and reliance may be placed only on the other identification numbers printed on the Securities, and the Par Redemption (as defined below) shall not be affected by any defect in or omission of such numbers.

To:      The Holders of the Securities

            The New York Stock Exchange

NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED HOLDERS AND BENEFICIAL OWNERS OF THE SECURITIES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS, AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE RE-TRANSMITTAL TO THE REGISTERED HOLDERS AND BENEFICIAL OWNERS OF THE SECURITIES IN A TIMELY MANNER.

The Securities have been issued pursuant to an indenture dated as of 26 August 2009 (as amended or supplemented from time to time, the 'Base Indenture'), between HSBC Holdings plc, as issuer (the 'Issuer'), The Bank of New York Mellon, London Branch, as trustee (the 'Trustee'), and HSBC Bank USA, National Association, as paying agent and registrar ('HSBC Bank USA'), as supplemented and amended by a twenty-seventh supplemental indenture dated as of 3 November 2022 (the 'Twenty-Seventh Supplemental Indenture' and, together with the Base Indenture, the 'Indenture') among the Issuer, the Trustee and HSBC Bank USA as paying agent, registrar and calculation agent. Capitalised terms used and not defined herein have the meanings ascribed to them in the Indenture.

The Issuer has elected to redeem the Securities in whole in accordance with the terms of the Indenture and the Securities (the 'Par Redemption').

Pursuant to Section 11.04 of the Base Indenture and Sections 2.01, 2.02, 3.01, 3.02, 4.01 and 4.02 of the Twenty-Seventh Supplemental Indenture, the Issuer hereby provides notice of the following information relating to the Par Redemption:

●    The redemption date for the Securities shall be 3 November 2025 (the 'Redemption Date').

●    The redemption price for the Securities shall be US$1,000 per US$1,000 principal amount of the Securities (the 'Redemption Price').

●    Additionally, in accordance with the terms of the Indenture, as the Redemption Date is an Interest Payment Date all accrued but unpaid interest from (and including) 3 May 2025 to (but excluding) the Redemption Date will be payable to the holders of record of the Securities as of 19 October 2025, the Regular Record Date (the 'Interest Payment').  

●    Subject to any conditions and/or the limited circumstances contained in the Twenty-Seventh Supplemental Indenture, on the Redemption Date the Redemption Price and the Interest Payment shall become due and payable upon each such Security to be redeemed and interest thereon shall cease to accrue on and after such date.

●    Securities should be surrendered at the registered office of HSBC Bank USA at 66 Hudson Boulevard East, 545W9, New York, NY 10001, Attention: Issuer Services.

Questions relating to this Notice of Redemption should be addressed to HSBC Bank USA via e-mail at CTLANYDealManagement@us.hsbc.com, at its registered office or via telephone at +1 201 217 8417.

IMPORTANT TAX INFORMATION

EXISTING US FEDERAL INCOME TAX LAW MAY REQUIRE BACKUP WITHHOLDING OF 24% OF ANY PAYMENTS TO HOLDERS PRESENTING THEIR SECURITIES FOR PAYMENTS WHO HAVE FAILED TO FURNISH A TAXPAYER IDENTIFICATION NUMBER CERTIFIED TO BE CORRECT UNDER PENALTY OF PERJURY ON A COMPLETE AND VALID INTERNAL REVENUE SERVICE ('IRS') FORM W-9 OR APPLICABLE FORM W-8 TO THE APPLICABLE PAYER OR WITHHOLDING AGENT. HOLDERS MAY ALSO BE SUBJECT TO PENALTIES FOR FAILURE TO PROVIDE SUCH NUMBER.

Investor enquiries to:

Greg Case                    +44 (0) 20 7992 3825                 investorrelations@hsbc.com

Media enquiries to:

Press Office                 +44 (0) 20 7991 8096                 pressoffice@hsbc.com

Note to editors:

HSBC Holdings plc

HSBC Holdings plc, the parent company of HSBC, is headquartered in London. HSBC serves customers worldwide from offices in 57 countries and territories. With assets of US$3,214bn at 30 June 2025, HSBC is one of the world's largest banking and financial services organisations.

ends/all

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: Aileen Taylor

Title: Group Company Secretary and Chief Governance Officer

Date: 24 September 2025

FAQ

What is HSBC redeeming in this Form 6-K (HBCYF)?

HSBC is redeeming the US$1,750,000,000 7.336% senior unsecured notes due 2026 in full at par on 3 November 2025.

What redemption price will holders receive?

Holders will receive the Redemption Price of US$1,000 per US$1,000 principal amount, plus accrued but unpaid interest as specified.

When is the record date for receiving accrued interest?

The Regular Record Date for the interest payment is 19 October 2025; accrued interest runs from 3 May 2025 to (but excluding) 3 November 2025.

Where must holders surrender their securities to receive payment?

Securities should be surrendered at HSBC Bank USA, Issuer Services, 66 Hudson Boulevard East, 545W9, New York, NY 10001.

Will U.S. backup withholding apply?

The notice states existing U.S. federal law may require 24% backup withholding if a holder fails to provide a valid TIN on Form W-9 or applicable Form W-8.