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HSBC Holdings (NYSE: HSBC) issues redemption notice for £1bn 5.875% securities

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

HSBC Holdings plc issued a notice of redemption to holders of its £1,000,000,000 5.875% Perpetual Subordinated Contingent Convertible Securities. These subordinated contingent convertible securities are perpetual instruments that are callable on 28 September 2026 and every five years thereafter.

HSBC Holdings plc is the parent company of HSBC, headquartered in London, serving customers from offices in 56 countries and territories. It reported US$3,306bn of assets as of 31 March 2026, positioning it among the world’s largest banking and financial services organisations.

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Securities Principal Amount £1,000,000,000 Perpetual Subordinated Contingent Convertible Securities subject to the redemption notice
Coupon Rate 5.875% Fixed rate on the perpetual subordinated contingent convertible securities
First Call Date 28 September 2026 Securities callable on this date and every five years thereafter
Total Assets US$3,306bn HSBC’s assets as of 31 March 2026
Countries and Territories 56 Number of countries and territories in which HSBC serves customers
Perpetual Subordinated Contingent Convertible Securities financial
"£1,000,000,000 5.875% Perpetual Subordinated Contingent Convertible Securities"
foreign private issuer regulatory
"Report of Foreign Private Issuer Pursuant to Rule 13a-16"
A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.
Form 20-F regulatory
"whether the registrant files or will file annual reports under cover of Form 20-F"
Form 20-F is the standardized annual disclosure that non-U.S. companies must file with the U.S. securities regulator when their shares are traded in the U.S.; it contains audited financial statements, a plain-language description of the business, management discussion, governance details and key risk factors. It matters to investors because it provides a consistent, comparable company “report card” and rulebook, helping buyers assess financial health, governance and risks before investing.
Notice of Redemption financial
"NOTICE OF REDEMPTION Dated 30 July 2026"
A notice of redemption is a formal announcement from a bond or preferred-stock issuer that it will repay and retire those securities on a specified date and at a specified price, telling holders which issues will be called and when. It matters to investors because it changes the timing and amount of expected cash flows—like a store buying back a gift card early, you get your money sooner but may lose future income and must find a new place to reinvest.

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FAQ

What securities are covered by HSBC (HSBC) in this notice of redemption?
The notice relates to £1,000,000,000 5.875% Perpetual Subordinated Contingent Convertible Securities issued by HSBC Holdings plc. These are subordinated, perpetual contingent convertible instruments targeted at institutional investors seeking bank capital exposure.

What is the size and coupon of the HSBC (HSBC) contingent convertible securities?
HSBC’s securities covered by the redemption notice have a principal amount of £1,000,000,000 and carry a fixed coupon of 5.875%. They are structured as perpetual subordinated contingent convertible securities, typically used as Additional Tier 1 capital instruments.

When are HSBC (HSBC) 5.875% perpetual contingent convertible securities callable?
The securities are callable on 28 September 2026 and every five years thereafter. This means HSBC has the option, at those intervals, to redeem the outstanding securities, subject to the terms and conditions governing the instruments.

How large is HSBC’s balance sheet according to this 6-K for HSBC (HSBC)?
HSBC reports total assets of US$3,306bn as of 31 March 2026. This substantial balance sheet highlights its role as one of the world’s largest banking and financial services organisations, operating across multiple regions and customer segments.

What is HSBC’s global presence as referenced for HSBC (HSBC)?
HSBC serves customers worldwide from offices in 56 countries and territories. This broad geographic footprint supports diversified revenue sources across retail, commercial, and wholesale banking operations in both developed and emerging markets.
FORM 6-K
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
 
 
Report of Foreign Private Issuer
 
Pursuant to Rule 13a - 16 or 15d - 16 of
 
the Securities Exchange Act of 1934
 
 
 
For the month of July
 
HSBC Holdings plc
 
8 Canada Square, London E14 5HQ, England
 
(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 X Form 40-F  
 
 
 
NOTICE OF REDEMPTION
 
Dated 30 July 2026
 
£1,000,000,000 5.875% Perpetual Subordinated Contingent Convertible Securities (Callable September 28, 2026 and Every Five Years Thereafter)
(CUSIP No. 404280BY4; ISIN: XS1884698256)* (the 'Securities')
 
* No representation is made as to the correctness of such numbers either as printed on the Securities or as contained in this Notice of Redemption, and reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.
 
To:       The Holders of the Securities
 
NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED HOLDERS AND BENEFICIAL OWNERS OF THE SECURITIES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS, AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE RE-TRANSMITTAL TO THE REGISTERED HOLDERS AND BENEFICIAL OWNERS OF THE SECURITIES IN A TIMELY MANNER.
 
The Securities have been issued pursuant to an indenture dated as of 1 August 2014 (as amended or supplemented from time to time, the 'Base Indenture'), between HSBC Holdings plc, as issuer (the 'Issuer'), The Bank of New York Mellon, London Branch, as trustee (the 'Trustee'), and HSBC Bank USA, National Association, as paying agent and registrar ('HSBC Bank USA'), as supplemented and amended by an eighth supplemental indenture dated as of 28 September 2018 (the 'Eighth Supplemental Indenture' and, together with the Base Indenture, the 'Indenture') among the Issuer, the Trustee and HSBC Bank USA as paying agent, registrar and calculation agent. Capitalised terms used and not defined herein have the meanings ascribed to them in the Indenture.
 
The Issuer has elected to redeem the Securities in whole in accordance with the terms of the Indenture and the Securities (the 'Optional Redemption').
 
Pursuant to Sections 11.02 and 11.04 of the Base Indenture and Section 2.11(a) of the Eighth Supplemental Indenture, the Issuer hereby provides notice of the following information relating to the Optional Redemption:
 
●     The redemption date for the Securities shall be 28 September 2026 (the 'Redemption Date').
●     The redemption price for the Securities shall be £1,000 per £1,000 principal amount of the Securities (the 'Redemption Price'). Additionally, in accordance with the terms of the Indenture, as the Redemption Date is an Interest Payment Date, all accrued but unpaid interest (excluding any interest cancelled or deemed to have been cancelled as described in Sections 2.03 and 2.04 of the Eighth Supplemental Indenture) from (and including) 28 March 2026 to (but excluding) the Redemption Date will also be payable to the holders of record of the Securities as of 25 September 2026 (or, in the case of definitive Securities, 13 September 2026), the Regular Record Date (the 'Interest Payment').
●     Subject to any conditions and/or the limited circumstances contained in the Eighth Supplemental Indenture, on the Redemption Date, the Redemption
Price and the Interest Payment shall become due and payable upon each such Security to be redeemed and interest thereon shall cease to accrue on or after such date. 
●     Securities should be surrendered at the registered office of HSBC Bank USA at 66 Hudson Boulevard East, 545W9, New York, NY 10001, Attention: Issuer Services.
 
The Issuer has requested that the Securities be delisted from the Global Exchange Market of Euronext Dublin on the Redemption Date.
 
Questions relating to this Notice of Redemption should be addressed to HSBC Bank USA via e-mail at CTLANYDealManagement@us.hsbc.com, at its registered office or via telephone at +1 201 217 8417.
 
IMPORTANT TAX INFORMATION
EXISTING US FEDERAL INCOME TAX LAW MAY REQUIRE BACKUP WITHHOLDING OF 24% OF ANY PAYMENTS TO HOLDERS PRESENTING THEIR SECURITIES FOR PAYMENTS WHO HAVE FAILED TO FURNISH A TAXPAYER IDENTIFICATION NUMBER CERTIFIED TO BE CORRECT UNDER PENALTY OF PERJURY ON A COMPLETE AND VALID INTERNAL REVENUE SERVICE ('IRS') FORM W-9 OR APPLICABLE FORM W-8 TO THE APPLICABLE PAYER OR WITHHOLDING AGENT. HOLDERS MAY ALSO BE SUBJECT TO PENALTIES FOR FAILURE TO PROVIDE SUCH NUMBER.
 
Investor enquiries to:
Greg Case                    +44 (0) 20 7992 3825                 investorrelations@hsbc.com
 
Media enquiries to:
Press Office                 +44 (0) 20 7991 8096                  pressoffice@hsbc.com
 
Note to editors:
 
HSBC Holdings plc
HSBC Holdings plc, the parent company of HSBC, is headquartered in London. HSBC serves customers worldwide from offices in 56 countries and territories. With assets of US$3,306bn at 31 March 2026, HSBC is one of the world's largest banking and financial services organisations.
 
ends/all
 

SIGNATURE
 
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.
 
 
 
HSBC Holdings plc
 
 
 
By:
 
Name: Angela McEntee
 
Title: Group Company Secretary
 
 
 
Date: 30 July 2026

Source: View Original Filing on SEC EDGAR