Hsbc Holdings Plc SEC Filings

HSBC Holdings, through its subsidiary HSBC Asia Pacific, is progressing a proposal to privatise Hang Seng Bank via a court-sanctioned scheme of arrangement. At the Hang Seng Bank Court Meeting, holders of 236,604,569 Scheme Shares, or about 85.75% of votes cast, approved the scheme, while 39,304,688 Ordinance Disinterested Shares, about 5.89% of total Ordinance Disinterested voting rights, voted against. A special resolution at the Hang Seng Bank General Meeting was also approved, with 1,424,322,294 votes for (97.30%) and 39,538,127 against (2.70%).

Hang Seng Bank has 1,872,937,536 shares in issue, of which HSBC Asia Pacific already holds 1,188,057,371 shares, or about 63.43%, as a strategic stake. Subject to remaining conditions, the scheme is expected to become effective on 26 January 2026, with the Hong Kong listing of Hang Seng Bank shares expected to be withdrawn at 4:00 p.m. on 27 January 2026. The register of members will close from 20 January 2026 to determine entitlement to the scheme consideration, and the latest time for trading in Hang Seng Bank shares is expected to be 4:10 p.m. on 14 January 2026.

HSBC Holdings plc filed a six‑monthly update on its block listings, covering activity in several employee and share‑based schemes for the period from 1 July 2025 to 31 December 2025. All securities reported are ordinary shares of US$0.50 each.

During this period, 93,727 shares were issued or allotted under the HSBC Share Plan 2011 and 118,316 shares under the HSBC International Employee Share Purchase Plan. No shares were issued under the other listed schemes, which include various employee and executive option plans and obligations linked to the acquisition of HSBC Finance Corporation. The filing also lists the remaining balances of shares that are authorised but not yet issued for each scheme.

HSBC Holdings plc reports its updated share capital and voting rights. On 29 December 2025, the company had 17,175,239,862 ordinary shares with a nominal value of US$0.50 each in issue, and no shares were held in treasury. Because there are no treasury shares, the total number of voting rights is also 17,175,239,862. Shareholders can use this figure as the denominator when working out whether they must disclose any interest or change in interest under UK and Hong Kong disclosure rules.

HSBC Holdings plc has announced that Ann Godbehere, its Senior Independent Director, will step down as a Director and retire from the Board at the Company's 2026 AGM. Until her retirement, she will continue to receive fees for her various HSBC roles, but she will not receive any payments for loss of office.

The company states there are no matters relating to her retirement that need to be brought to shareholders’ attention. As context, HSBC 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 organisations.

HSBC Holdings plc reported routine share transactions by senior executives following its third interim dividend for 2025. On 18 December 2025, additional US$0.50 ordinary shares were added to their vested share plan interests through automatic dividend reinvestment at a price of £11.43115 per share.

Co-Chief Executive for Asia and Middle East David Liao acquired 4,862 shares, with a total value of about £55,578 based on a price of £11.43 per share. Barry O’Byrne, Chief Executive for International Wealth and Premier Banking, acquired 12 shares, with a total value of about £137 at the same price. These acquisitions took place on the London Stock Exchange Main Market and are disclosed in line with UK Market Abuse Regulation requirements.

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 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.