Hsbc Holdings SEC Filings

HSBC Holdings plc issued senior unsecured notes in three tranches: US$2,250,000,000 4.619% fixed-to-floating notes due 2031, US$2,250,000,000 5.133% fixed-to-floating notes due 2036, and US$500,000,000 floating-rate notes due 2031.

Application will be made to list the notes on the New York Stock Exchange. The notes were issued under an indenture dated 26 August 2009, as most recently amended by the 37th supplemental indenture dated 6 November 2025, and were offered pursuant to an effective shelf registration on Form F-3 via a prospectus supplement and accompanying prospectus.

HSBC Holdings plc cancelled 26,782,800 ordinary shares of US$0.50 each on 6 November 2025. These shares had been repurchased on the Hong Kong Stock Exchange under the buy-back announced on 31 July 2025.

After this cancellation, HSBC has 17,175,239,862 ordinary shares in issue, with no shares held in treasury. The total number of voting rights is 17,175,239,862, which shareholders may use as the denominator for disclosure calculations under applicable UK and Hong Kong rules.

HSBC Holdings plc reported the grant of conditional awards to employees and former employees to subscribe for a total of 501,618 ordinary shares of US$0.50 each under the HSBC Share Plan 2011. The purchase price of the awards is GBP 0, and the closing market price on the London Stock Exchange on the grant date was GBP 10.75.

Under the group-wide deferral policy, vesting occurs over three years with 33% on the first and second anniversaries and 34% on the third; certain Material Risk Takers may have vesting up to seven years. Awards may carry a six- or 12‑month retention period. Some awards are tied to completion of a strategically important project; clawback applies in line with internal policy and buy-out award terms. Shares available for future issue under plan limits are 989,931,663 (10% limit) and 275,655,010 (5% limit).

HSBC Holdings plc reported a management dealing: on 4 November 2025, Ian Stuart, Chief Executive of HSBC UK Bank plc, exercised options to purchase 11,419 ordinary shares of US$0.50 each under the HSBC Holdings Savings-Related Share Option Plan at an option price of £2.627 per share.

The transaction was recorded on the London Stock Exchange Main Market. The filing’s transaction table shows a total of £29,997.71 for the exercise.

The New York Stock Exchange LLC filed a Form 25 to remove from listing and/or registration, under Section 12(b) of the Exchange Act, HSBC Holdings plc 7.336% Fixed Rate/Floating Rate Senior Unsecured Notes due 2026.

The notice references compliance with Exchange rules to strike the class from listing and includes statements regarding issuer compliance with voluntary withdrawal requirements.

HSBC Holdings plc launched three senior unsecured note offerings: $2,250,000,000 4.619% fixed-to-floating notes due 2031, $2,250,000,000 5.133% fixed-to-floating notes due 2036, and $500,000,000 floating-rate notes due 2031. The 2031 series pay 4.619% until November 6, 2030, then a SOFR-based floating rate plus 1.190% to maturity on November 6, 2031. The 2036 series pay 5.133% until November 6, 2035, then a SOFR-based floating rate plus 1.430% to maturity on November 6, 2036. The $500,000,000 tranche pays a SOFR-based floating rate plus 1.190% to November 6, 2031.

Redemption terms include make-whole for the fixed/floating tranches and par calls on November 6, 2030 (2031 notes) and November 6, 2035 (2036 notes); the floating-rate notes are callable at par on November 6, 2030. Expected NYSE listing is within 30 days of initial delivery. Stated proceeds before expenses are $2,243,250,000, $2,241,000,000, and $498,500,000, with underwriting discounts shown as 0.300%, 0.400%, and 0.300%, respectively. Key risks include agreement to UK bail-in powers and limited remedies with no acceleration for non-payment except upon certain winding-up events.

HSBC Holdings plc updated its share capital and voting rights. As of 30 October 2025, the company had 17,201,971,220 ordinary shares of US$0.50 in issue, with no shares held in treasury.

This means the total number of voting rights is 17,201,971,220. Shareholders can use this figure as the denominator when assessing whether their holdings trigger disclosure requirements under UK and Hong Kong rules.

HSBC Holdings plc reported a manager share transaction. On 29 October 2025, Group Chief Information Officer Stuart Riley sold 22,404 ordinary shares of US$0.50 each at £10.69 per share on the London Stock Exchange, for a total of £239,498.76. The disclosure is made in accordance with the UK version of the EU Market Abuse Regulation.

HSBC Holdings filed a joint update on the proposal to privatise Hang Seng Bank via a scheme of arrangement under section 673 of the Companies Ordinance. With the Executive’s consent under Rule 8.2 of the Takeovers Code, the latest date to despatch the Scheme Document has been extended from 30 October 2025 to 17 December 2025.

A detailed timetable will be set out in the Scheme Document and a joint announcement upon despatch. On the basis that despatch occurs on or before 17 December 2025, and subject to the satisfaction (or, if applicable, waiver) of the Conditions, the proposal is currently expected to complete within the first quarter of 2026.

The update reiterates the standard caution that the proposal will only proceed if all Conditions are met or waived by the Conditions Long Stop Date, and advises care when dealing in the securities of HSBC Holdings and Hang Seng Bank.