Hsbc Holdings SEC Filings

HSBC Holdings plc reported a change in its company secretarial roles. The company stated that Aileen Taylor and Hannah Ashdown will both step down as joint company secretary with effect from the end of 31 December 2025. Aileen Taylor will continue in her role as Group Chief People and Governance Officer.

As previously announced on 8 October 2025, Angela McEntee has been appointed as Group Company Secretary with effect from 1 January 2026. The announcement also lists the current Board of Directors, including independent non-executive directors and the independent non-executive Chair.

HSBC Holdings plc provides updated information on the proposal to privatise Hang Seng Bank Limited by The Hongkong and Shanghai Banking Corporation Limited (HSBC Asia Pacific) via a scheme of arrangement under section 673 of the Companies Ordinance and the related withdrawal of Hang Seng Bank shares from listing.

As at 12 December 2025, Hang Seng Bank had 1,872,937,536 shares in issue, including 4,080,454 shares represented by ADSs. HSBC Asia Pacific and its concert parties held 1,210,767,762 shares, or 64.6454%, while Code Disinterested Shareholders held 662,169,774 shares, or 35.3546%, resulting in 684,880,165 Scheme Shares, or 36.5672% of the company, to be cancelled under the Scheme and replaced by an equal number of new shares issued to HSBC Asia Pacific so it would own 100%. The announcement also discloses limited recent derivatives positions and trades in Hang Seng Bank shares by HSBC Group and Hang Seng Bank Group entities, corrects a small omission in past trading disclosures, and repeats that the Proposal will only proceed if all Conditions are satisfied or waived by the Conditions Long Stop Date, with shareholders and potential investors advised to exercise caution when dealing in the securities.

HSBC Holdings plc, together with its Hong Kong subsidiary HSBC Asia Pacific and Hang Seng Bank, is advancing a proposal to privatise Hang Seng Bank via a court-sanctioned scheme of arrangement under Hong Kong company law. A composite Scheme Document has been despatched to shareholders, setting out details of the privatisation, scheme mechanics and an expected timetable.

An independent board committee and its financial adviser both consider the proposal fair and reasonable for disinterested shareholders and recommend voting in favour at the Court Meeting and General Meeting scheduled for 8 January 2026. If all conditions, including shareholder approvals and High Court sanction, are satisfied, the scheme is expected to become effective on 26 January 2026 and Hang Seng Bank’s Hong Kong listing would be withdrawn on 27 January 2026, with scheme consideration to be paid no later than 4 February 2026. Shareholders and potential investors are warned that the proposal will only proceed if all conditions are met and are cautioned about dealing in the shares.

HSBC Holdings plc announced a third interim dividend for the 2025 financial year of US$0.10 per ordinary share, approved on 28 October 2025. The dividend will be paid on 18 December 2025 to shareholders who were on the register on 7 November 2025.

Shareholders can receive the dividend in US dollars, sterling or Hong Kong dollars. Using exchange rates set on 8 December 2025, the dividend equals approximately HK$0.777722 or approximately £0.075079 per ordinary share. Holders of American Depositary Shares, each representing five ordinary shares, will receive US$0.50 per ADS, also payable on 18 December 2025 to holders of record on 7 November 2025.

HSBC Holdings plc has appointed Brendan Nelson as Group Chair, confirming him in the role after he served as interim Group Chair since 1 October 2025. Nelson joined the Board in September 2023 and brings a long financial services background, including leading KPMG’s Global Financial Services Practice and serving on the boards of BP, RBS and HSBC.

The Board states that his appointment follows a robust process that reviewed both internal and external candidates. Nelson will continue as Chairman of the Group Audit Committee until the publication of HSBC’s 2025 results expected in February 2026, after which the company plans to update the market on his audit committee succession.

HSBC, headquartered in London, 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 groups.

HSBC Holdings plc has issued a brief update noting that the Bank of England has published the results of its 2025 Bank Capital Stress Test (BCST). Full details of the stress test outcomes are available directly from the Bank of England's website, rather than in this report. HSBC provides investor contact details in London and Hong Kong for any follow-up questions. The company also reiterates its global scale, stating that it had US$3,234bn of assets as of 30 September 2025, underscoring its position as one of the largest banking and financial services organisations worldwide.

HSBC Holdings plc has issued EUR1,250,000,000 of 3.608% Fixed to Floating Rate Senior Unsecured Notes due 2033 under its Debt Issuance Programme. These Notes pay a fixed interest rate initially and then switch to a floating rate later in their life, and rank as senior unsecured obligations of the company.

HSBC plans to list the Notes on the Official List of the UK Financial Conduct Authority and to have them traded on the Main Market of the London Stock Exchange. The Notes are being offered outside the United States in compliance with the U.S. Securities Act restrictions. HSBC highlights its global scale, with assets of US$3,234bn as of 30 September 2025, underscoring that this is a funding transaction for one of the world’s largest banking groups.

HSBC Holdings plc reports that, as of 27 November 2025, its issued share capital consists of 17,175,239,862 ordinary shares of US$0.50 each, with no shares held in treasury. Because there are no treasury shares, shareholders have the same total number of voting rights as the number of shares in issue.

The company confirms that the total number of voting rights in HSBC Holdings plc is 17,175,239,862. Shareholders can use this figure as the denominator when calculating whether they must notify their ownership interest, or any change in that interest, under UK and Hong Kong disclosure rules.

HSBC Holdings plc reported a small share transaction by a senior executive. On 27 November 2025, Ian Stuart, Chief Executive of HSBC UK Bank plc and a person discharging managerial responsibilities, acquired 14 ordinary shares of US$0.50 each in HSBC Holdings under the company’s UK Share Incentive Plan.

The shares were purchased at £10.63196 per share, for a total value of about £148.85, on the London Stock Exchange Main Market. This transaction is disclosed in line with the UK version of the EU Market Abuse Regulation, which requires public reporting of trades by key managers.