ICICI group wins RBI nod to lift HDFC Bank (NYSE: HDB) stake to 9.95%

Rhea-AI Filing Summary

HDFC Bank Limited reports that the Reserve Bank of India has approved ICICI Prudential Asset Management Company and ICICI group entities to raise their aggregate holding in the bank up to 9.95% of its paid-up share capital or voting rights.

As of February 6, 2026, the ICICI group held 4.07% of HDFC Bank’s total share capital. The RBI approval is subject to compliance with Indian banking, foreign exchange and securities regulations and will lapse if the major shareholding is not acquired within one year from the RBI’s February 10, 2026 letter. ICICI and its group must keep their holding at or below 9.95%, and if their stake ever falls below 5%, fresh RBI approval will be required to increase it back to 5% or more.

Insights

Banking regulation and shareholder-structure analyst

RBI clears ICICI group to become a significant shareholder in HDFC Bank, within tight regulatory limits.

The key development is RBI’s approval for ICICI AMC and ICICI group entities to increase their aggregate stake in HDFC Bank up to 9.95% of paid-up share capital or voting rights. This elevates ICICI from a moderate to potentially significant shareholder, subject to Indian banking ownership rules.

As of February 6, 2026, the ICICI group held 4.07% of HDFC Bank, so there is headroom for additional purchases before reaching the 9.95% cap. The approval is conditional on compliance with the Banking Regulation Act, RBI’s 2025 directions on bank shareholding, the Foreign Exchange Management Act, and securities regulations, reinforcing that this is a tightly supervised ownership change.

The RBI’s green light will be cancelled if the ICICI group does not reach the approved major shareholding within one year from the February 10, 2026 letter. ICICI and its group must also avoid breaching the 9.95% ceiling, and a fresh RBI approval would be needed if their stake drops below 5% and later needs to be raised to 5% or more, so future disclosures around stake changes will clarify how this approval is ultimately used.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 under the

Securities Exchange Act of 1934

For the month of February, 2026

Commission File Number 001-15216

HDFC BANK LIMITED

(Translation of registrant’s name into English)

HDFC Bank House, Senapati Bapat Marg,

Lower Parel, Mumbai. 400 013, India

(Address of principal executive office)

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 ☒    Form 40-F ☐

SIGNATURES

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.

				HDFC BANK LIMITED
				(Registrant)
Date: February 11, 2026				By:		/s/ Ajay Agarwal
				Name:  Ajay Agarwal
				Title:   Company Secretary      Group Head – Secretarial & Group Oversight

EXHIBIT INDEX

The following documents (bearing the exhibit number listed below) are furnished herewith and are made a part of this report pursuant to the General Instructions for Form 6-K.

Exhibit No. 99

Description

Disclosure

Exhibit 99

February 11, 2026

New York Stock Exchange

11, Wall Street,

New York,

NY 10005

USA

Dear Sir,

Sub: Disclosure

We would like to inform you that the Reserve Bank of India (“RBI”) vide its letter dated February 10, 2026 (received by the Bank on February 11, 2026) addressed to ICICI Bank Limited (“ICICI”), has accorded its approval to ICICI Prudential Asset Management Company Limited (“ICICI AMC”) along with group entities of ICICI, for acquiring aggregate holding up to 9.95% of the paid-up share capital or voting rights in HDFC Bank Limited (“the Bank”). As per the latest available beneficial positions i.e. as on February 6, 2026, the ICICI group holds 4.07% of the total share capital of the Bank.

The approval has been granted with reference to the application made by ICICI AMC to RBI. The aforesaid approval granted by RBI is subject to the conditions mentioned therein including compliance with the relevant provisions of the Banking Regulation Act, 1949, Reserve Bank of India (Commercial Banks - Acquisition and Holding of Shares or Voting Rights) Directions, 2025, provisions of the Foreign Exchange Management Act, 1999, regulations issued by Securities and Exchange Board of India, and any other statutes, regulations and guidelines, as applicable.

In case if ICICI AMC fails to acquire the aforesaid major shareholding in the Bank within a period of one year from the date of the RBI letter, the approval granted by RBI shall stand cancelled. Further, ICICI (along with its group entities) must ensure that the aggregate holding in the Bank does not exceed 9.95% of the paid-up share capital or voting rights of the Bank at all times. Also, if the aggregate holding of ICICI (along with its group entities) falls below 5% at any point of time, prior approval of RBI will be required to increase it to 5% or more of the paid-up share capital or voting rights of the Bank.

This is for your information and appropriate dissemination.

Yours faithfully,

For HDFC Bank Limited

Sd/-

Ajay Agarwal

Company Secretary

Group Head – Secretarial & Group Oversight

FAQ

What did RBI approve regarding ICICI’s stake in HDFC Bank (HDB)?

The Reserve Bank of India approved ICICI Prudential Asset Management Company and ICICI group entities to acquire up to 9.95% of HDFC Bank’s paid-up share capital or voting rights, subject to multiple Indian banking, foreign exchange and securities regulations and conditions detailed in RBI’s February 10, 2026 letter.

How much of HDFC Bank (HDB) does the ICICI group currently hold?

As of February 6, 2026, the ICICI group held 4.07% of HDFC Bank’s total share capital. This existing stake leaves room for additional share purchases under RBI’s approval, up to a maximum aggregate holding of 9.95% of paid-up share capital or voting rights in the bank.

What is the maximum stake ICICI can hold in HDFC Bank (HDB) under RBI’s approval?

RBI’s approval allows ICICI Prudential Asset Management Company and ICICI group entities to hold an aggregate maximum of 9.95% of HDFC Bank’s paid-up share capital or voting rights. The group must ensure their combined holding never exceeds this 9.95% ceiling at any time, as specified in the approval conditions.

How long is RBI’s approval for ICICI’s higher stake in HDFC Bank (HDB) valid?

The approval will lapse if ICICI Prudential Asset Management Company and the ICICI group fail to acquire the approved major shareholding in HDFC Bank within one year from RBI’s February 10, 2026 letter. If they do not reach the approved level in that period, the authorization stands cancelled automatically.

What happens if ICICI’s stake in HDFC Bank (HDB) falls below 5%?

If the ICICI group’s aggregate holding in HDFC Bank drops below 5% at any time, they must obtain prior RBI approval to increase it to 5% or more again. This condition ensures any future move back to a significant shareholding threshold is explicitly cleared by the banking regulator.

Which regulations govern ICICI’s investment in HDFC Bank (HDB)?

ICICI’s investment is subject to the Banking Regulation Act, 1949, RBI’s 2025 Directions on commercial bank share acquisition and voting rights, the Foreign Exchange Management Act, 1999, Securities and Exchange Board of India regulations, and other applicable statutes, regulations and guidelines specified in RBI’s conditional approval.

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