Hsbc Holdings Plc SEC Filings

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.

HSBC Holdings plc updates investors on regulatory consents linked to its proposal to privatise Hang Seng Bank Limited through a scheme of arrangement under section 673 of the Hong Kong Companies Ordinance. The Hong Kong Takeovers Code normally restricts dealings in Hang Seng Bank securities during the offer period, but the Executive has granted specific consents so HSBC’s group can continue certain ordinary course activities.

These consents cover structured products and related hedging, the agency securities lending programme, ETF market making, passive index-tracking funds and dealings as executor or discretionary trustee of estates, in each case subject to detailed conditions. The Executive has confirmed that specified dealings by the HSBC group in these roles will not affect the minimum consideration required for the privatisation proposal or require 24-hours’ prior public notice in the circumstances described. HSBC notes it will inform the Executive of material changes and may seek further consents, with additional announcements made when required.

HSBC Holdings plc has provided a monthly update on the proposed privatisation of Hang Seng Bank Limited by The Hongkong and Shanghai Banking Corporation Limited via a scheme of arrangement under section 673 of the Companies Ordinance, alongside a proposed withdrawal of Hang Seng Bank’s listing.

HSBC Holdings, HSBC Asia Pacific and Hang Seng Bank are preparing the Scheme Document and arranging a High Court hearing to seek directions for convening the Hang Seng Bank Court Meeting to consider and, if thought fit, approve the scheme. The Scheme Document will be despatched on or before 17 December 2025, with a detailed timetable to be set out in that document and a related joint announcement.

The update reiterates that the proposal will proceed only if all conditions are satisfied or, where applicable, waived by the long stop date, and it advises shareholders and potential investors in HSBC Holdings and Hang Seng Bank to exercise caution when dealing in their securities.

HSBC Holdings plc reported a PDMR share sale. On 11 November 2025, Barry O’Byrne, Chief Executive, International Wealth and Premier Banking, sold 92,389 ordinary shares of US$0.50 each at £11.010132 per share on the London Stock Exchange.

The disclosed transaction value was £1,017,215.09, made under the UK version of Market Abuse Regulation 596/2014.

HSBC Holdings plc announced the appointment of Wei Sun Christianson as an Independent non-executive Director, effective 1 January 2026, and as a member of the Group Risk Committee and the Nomination and Corporate Governance Committee. The Board determined she is independent in line with UK and Hong Kong Corporate Governance Codes.

Her appointment is subject to election at the 2026 AGM, with an initial three-year term running to the 2029 AGM if elected. As an Independent non-executive Director, she will receive total annual fees of £213,150 (£136,500 Director; £42,000 Group Risk Committee; £34,650 Nomination and Corporate Governance Committee). Christianson brings extensive experience from senior roles at Morgan Stanley and the Hong Kong Securities and Futures Commission, and currently serves as an independent director at LVMH.

HSBC Holdings plc furnished a Form 6-K to incorporate specific documents into registration statement file number 333-277306.

The filing includes a Thirty-seventh Supplemental Indenture to the Senior Securities Indenture dated November 6, 2025, and legal opinions from Cleary Gottlieb Steen & Hamilton LLP acting as special US and special English counsel, each dated November 6, 2025.

The report is signed by James Murphy, Global Head of Markets Treasury, on November 6, 2025.

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).