HSBC HOLDINGS PLC (HBCYF) SEC Filings

HSBC Holdings plc is issuing three series of U.S. dollar senior unsecured notes totaling $6.75 billion under its shelf registration. The issue comprises $2.5 billion 5.243% fixed-to-floating notes due 2032, $3.25 billion 5.729% fixed-to-floating notes due 2037, and $1 billion floating-rate notes due 2032.

The fixed/floating notes pay fixed coupons to August 14 2031 (2032 series) and August 14 2036 (2037 series), then reset quarterly to SOFR plus 1.160% and 1.470%, respectively. The 2032 floating-rate notes pay quarterly at SOFR plus 1.150% to maturity on August 14 2032. All series are issued at 100% of principal and are expected to list on the New York Stock Exchange.

HSBC may redeem the fixed/floating notes at a make-whole price from February 14 2027 until one year before maturity, and at par on designated par redemption dates; the floating-rate notes are redeemable at par on August 14 2031. Investors expressly accept UK bail-in powers, limited acceleration rights (generally only upon winding-up), SOFR benchmark transition mechanics and restrictions on retail sales in the EEA and UK.

HSBC Holdings plc reports that on 6 August 2026 it purchased for cancellation 446,000 ordinary shares of US$0.50 each on the Hong Kong Stock Exchange from BNP Paribas Financial Markets SNC as part of its share buy-back announced on 5 August 2026.

The shares were bought at prices between HK$157.7000 and HK$159.9000, with a volume weighted average price of HK$158.7150, for approximate total consideration of US$9.0m. After this transaction, issued ordinary share capital and total voting rights are 17,183,563,842, with no ordinary shares held in treasury, and a further update will follow once today’s Hong Kong repurchases have been cancelled.

HSBC Holdings plc increased the maximum tender amount for its cash tender offers for four series of outstanding senior unsecured notes from an aggregate purchase price (excluding accrued interest) of $5,000,000,000 to up to $6,750,000,000, subject to the terms of the Offer to Purchase.

The sub-cap on May 2028 Notes to be bought was raised from $750,000,000 to $1,000,000,000, while the March 2028 Notes sub-cap remains $1,750,000,000. Notes will be accepted in order of their specified Acceptance Priority Levels and may be prorated if tenders would exceed the overall cap or series sub-caps.

Each offer expires at 5:00 p.m. New York City time on 12 August 2026, with settlement expected on 17 August 2026. HSBC recently priced a New Issuance of $2,500,000,000 5.243% notes due 2032, $3,250,000,000 5.729% notes due 2037 and $1,000,000,000 floating-rate notes due 2032, and expects to fund the tenders mainly with these proceeds and cash on hand. All purchased notes will be cancelled and retired to proactively manage the outstanding debt portfolio.

HSBC Holdings plc plans a share buy-back of its ordinary shares of US$0.50 each for up to US$1,000,000,000, with the stated purpose of reducing the number of outstanding ordinary shares. The programme is conducted under shareholder authority granted on 8 May 2026.

HSBC has entered into a non-discretionary agreement with BNP Paribas Financial Markets SNC, which will purchase shares as principal between 6 August 2026 and no later than 23 October 2026, subject to regulatory approvals. Purchases may be made on UK trading venues and the Hong Kong Stock Exchange, and all repurchased shares will be cancelled. The maximum number of ordinary shares that may be repurchased is 1,718,354,635, corresponding to the capacity under the 2026 authority.

HSBC Holdings plc is launching cash tender offers for up to $5,000,000,000 aggregate purchase price (excluding accrued interest) of four series of senior unsecured notes maturing in 2028, which together have $8,600,000,000 principal outstanding.

The offers cover September 2028 notes ($2.0bn), November 2028 notes ($2.25bn), May 2028 notes ($1.85bn, sub‑cap $750m) and March 2028 notes ($2.5bn, sub‑cap $1.75bn), accepted in order of stated acceptance priority levels and subject to possible proration. Pricing is set using U.S. Treasury reference securities plus fixed spreads, with the offer yield determining cash consideration per $1,000.

The offers are expected to launch on 5 August 2026, expire at 5:00 p.m. New York time on 12 August 2026, and settle on 17 August 2026, all subject to extension or early termination. Completion is conditioned on successful pricing of a proposed new senior unsecured issuance, expected to fund the tenders along with cash on hand. Notes purchased will be cancelled, and the transaction is described as proactively managing the company’s outstanding debt portfolio.

HSBC Holdings plc plans a primary offering of multiple series of senior unsecured notes: two fixed rate/floating rate tranches and one purely floating rate tranche, all issued under its existing indenture. Interest initially accrues at fixed or floating rates and then, for the fixed/floating series, switches to a floating rate based on a SOFR benchmark plus a margin, with interest compounded daily in arrears.

HSBC may redeem the fixed/floating notes during a make-whole period at the greater of par or a make-whole amount, and later at par on specified redemption dates; the floating-rate notes may also be redeemed at par on a set date. Additional redemptions are permitted upon certain tax events or if the notes cease to qualify for loss-absorption purposes, in each case at HSBC’s discretion and subject to regulatory consent where required. The notes are subject to UK bail-in powers, so principal and interest can be written down, cancelled or converted into other securities without prior notice, and holders have limited acceleration rights, with acceleration generally only available in a winding-up. Interest during floating periods depends on SOFR and may transition to a replacement benchmark after a Benchmark Transition Event, which could affect returns. The notes are expected to be listed on the New York Stock Exchange and are not covered by deposit insurance schemes.

HSBC Holdings plc reports that its 2026 Interim Report for the half-year ended 30 June 2026 has been submitted to the UK National Storage Mechanism and will be available for electronic inspection, as well as through the company’s investor website.

Printed copies of the Interim Report are expected to be mailed on 21 August 2026 to shareholders who have chosen hard-copy delivery. The disclosure is made as regulated information in accordance with DTR 6.3.5R(1A) and is signed on behalf of HSBC by the Group Company Secretary.

HSBC Holdings reported strong 1H26 results, with profit before tax rising to $19.5bn, up $3.7bn or 23% from 1H25, and profit after tax of $15.3bn. Return on average tangible equity reached 18.2% (19.1% excluding notable items). Revenue increased 11% to $37.7bn, driven by higher banking net interest income, strong Wealth and Wholesale Transaction Banking fee growth, and a one-off $0.2bn property gain. Net interest income grew by $1.4bn, with banking NII at $22.9bn, and net interest margin improved to 1.61%.

Credit costs and capital were more mixed. Expected credit losses were $2.4bn, $0.4bn higher than 1H25, including a $0.4bn fraud-related wholesale exposure in the UK, $0.2bn related to Hong Kong commercial real estate and allowances linked to the conflict in the Middle East. Customer lending and accounts grew by $34bn and $41bn respectively versus 31 December 2025. The CET1 ratio declined to 14.1%, down 0.8 percentage points, reflecting the privatisation of Hang Seng Bank, dividends and higher RWAs. The Board approved a second interim dividend of $0.10 per share and plans a share buy-back of up to $1bn, expected to complete by the 3Q26 results announcement.

HSBC Holdings plc reports that the UK Financial Conduct Authority has approved a Base Prospectus Supplement dated 4 August 2026 to its Base Prospectus for the HSBC Holdings plc debt issuance programme, updating the original prospectus dated 30 March 2026 and a prior supplement dated 5 May 2026.

The supplement and related documents are available via HSBC’s website and the UK National Storage Mechanism. Any notes issued under this programme are not registered under the U.S. Securities Act and may be offered only to non-U.S. persons under Regulation S or to QIBs under Rule 144A. HSBC notes group assets of US$3,438bn at 30 June 2026 and operations in 56 countries and territories.