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 February
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 11 February 2026
US$1,000,000,000 4.000% Perpetual Subordinated Contingent
Convertible Securities (Callable During Any 2026 Securities
Optional Redemption Period)
(CUSIP No. 404280CP2; ISIN: US404280CP20)* (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 any such
redemption shall not be affected by any defect in or omission of
such numbers.
To: The Holders of the
Securities
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 1 August 2014 (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 an eleventh supplemental indenture
dated as of 9 March 2021 (the 'Eleventh
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
'Optional
Redemption').
Pursuant to Sections 11.02 and 11.04 of the Base Indenture and
Section 2.11(a) of the Eleventh Supplemental Indenture, the Issuer
hereby provides notice of the following information relating to the
Optional Redemption:
●
The redemption date for the
Securities shall be 9 March 2026 (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
(excluding any interest cancelled or deemed to have been cancelled
as described in Sections 2.03 and 2.04 of the Eleventh Supplemental
Indenture) from (and including) 9 September 2025 to (but excluding)
the Redemption Date will also be payable to the holders of record
of the Securities as of 22 February 2026, the Regular Record
Date.
●
Subject
to any conditions and/or the limited circumstances contained in the
Eleventh Supplemental Indenture, on the Redemption Date, the
Redemption Price shall become due and payable upon each such
Security to be redeemed and interest thereon shall cease to accrue
on or 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.
The Issuer has requested that the Securities be delisted from the
Global Exchange Market of Euronext Dublin on the Redemption
Date.
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:
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Greg
Case
+44 (0) 20 7992
3825 investorrelations@hsbc.com
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Media enquiries to:
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Press
Office
+44 (0) 20 7991 8096
pressoffice@hsbc.com
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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$3,234bn at 30
September 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.
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HSBC
Holdings plc
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By:
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Name:
Aileen Taylor
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Title:
Group Company Secretary and Chief Governance Officer
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Date:
11 February 2026
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