HSBC (NYSE: HSBC) gives staff zero-cost shares with 3-year vest
Rhea-AI Filing Summary
HSBC Holdings plc (HSBC) reports that on 19 August 2026 it granted conditional share awards under the HSBC Share Plan 2011 to employees and former employees over 286,184 ordinary shares of US$0.50 each. The awards have a purchase price of GBP 0 and reference a closing market price on the London Stock Exchange of GBP 14.972 on the grant date.
Under HSBC’s group-wide deferral policy, most awards vest over three years (33%, 33%, 34%), with possible extensions up to five years for Material Risk Takers and a typical 12‑month retention period after vesting. Certain awards are tied to completion of strategically important projects, and clawback applies in line with HSBC’s regulatory obligations and internal clawback policy. The plan remains well within its share issuance limits, with over 1.11 billion and 357 million shares still available under its 10% and 5% caps, respectively.
Positive
- None.
Negative
- None.
Key Figures
Shares under new Awards: 286,184 shares
Closing market price on grant date: GBP 14.972
Purchase price of Awards: GBP 0
+4 more
7 metrics
Shares under new Awards
286,184 shares
Conditional awards granted on 19 August 2026 under HSBC Share Plan 2011
Closing market price on grant date
GBP 14.972
Price of HSBC ordinary shares on London Stock Exchange on grant date
Purchase price of Awards
GBP 0
Price payable by grantees for the conditional share awards
Plan 10% limit remaining
1,112,042,656 shares
Shares available to issue under 10% ordinary share capital limit
Plan 5% limit remaining
357,236,315 shares
Shares available to issue under 5% plan-specific limit
Standard vesting schedule
3 years (33%, 33%, 34%)
Typical vesting pattern for deferred share awards under group-wide deferral policy
Retention period
12 months
Typical retention period after vesting or for immediately vested share awards
Key Terms
conditional awards, Material Risk Takers, retention period, buy-out awards, +1 more
5 terms
conditional awards financial
"granted conditional awards ("Awards") to employees and former employees"
Material Risk Takers financial
"Group and local Material Risk Takers may be subject to longer vesting periods"
retention period financial
"Awards may be subject to a 12-month retention period following vesting"
buy-out awards financial
"The vesting period for buy-out awards for new hires generally mirror those"
clawback financial
"Clawback applies to the Plan Awards in line with the Company's regulatory obligations"
A clawback is a contractual or legal right to recover money that was already paid out—often executive bonuses, incentives, or erroneous payments—when certain conditions change, such as fraud, accounting mistakes, or failure to meet performance targets. It matters to investors because clawbacks protect shareholder value by discouraging risky or misleading behavior, can affect future cash flow and executive incentives, and signal stronger governance, much like a store recalling a refund after discovering it was issued in error.
FAQ
At what price were the new HSBC (HSBC) awards referenced and what is the purchase price?
The awards reference a GBP 14.972 closing market price on the London Stock Exchange on the grant date, while the purchase price is GBP 0. This means the awards are granted for no cash consideration to participants.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 August
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
The
following is the text of an announcement released to The Stock
Exchange of Hong Kong Limited on 20 August 2026 pursuant to rules
17.06A, 17.06B and 17.06C of the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited:
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of
Hong Kong Limited take no responsibility for the contents of this
document, make no representation as to its accuracy or completeness
and expressly disclaim any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of
the contents of this document.
20
August 2026
(Hong
Kong Stock Code: 5)
HSBC HOLDINGS PLC
GRANT OF CONDITIONAL AWARDS
This
announcement is made pursuant to Rules 17.06A, 17.06B and 17.06C of
the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited.
On 19 August 2026, HSBC Holdings plc (the
"Company") granted conditional awards
("Awards")
to employees and former employees to subscribe for a total of
286,184 ordinary shares of US$0.50 each of the Company
("Shares") under the HSBC Share Plan 2011 (the
"Plan").
The
following are the details of the grants:
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Grants to other
grantees:
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Category
of grantee
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Employees and former employees
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Number
of shares under Awards
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286,184
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Closing
market price of the ordinary shares on the London Stock Exchange on
the date of grant
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GBP 14.972
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Purchase
price of Awards granted
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GBP 0
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Vesting
period of the Awards
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Under
the HSBC Group-wide deferral policy, vesting occurs over a three
year period with 33% vesting on the first and second anniversaries
of grant and 34% on the third anniversary.
Group
and local Material Risk Takers may be subject to longer vesting
periods of up to five years, as required under the relevant
remuneration regulations. Awards may be subject to a 12-month
retention period following vesting.
Immediately
vested share awards may be subject to a 12-month retention period
following vesting.
The
Company views it as appropriate for the immediately vested share
awards to vest immediately and not to be subject to a vesting
period for two reasons:
1)
The immediately vested share award is a non-deferred portion of the
Material Risk Takers remuneration, which must be partly delivered
in shares to comply with UK regulation; each employee will also be
granted a deferred share award for which the vesting schedule is
noted above.
2)
The immediately vested share award is subject to a retention period
of 12-months, during which time the shares cannot be
sold.
The
vesting period for retention awards will align to the completion of
the relevant project for which the Award was granted.
The
vesting period for buy-out awards for new hires generally mirror
those of the forfeited awards from the previous employer. Where the
forfeited award was subject to a post vesting retention period, a
retention period will be applied to the buy-out award.
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Performance
Targets and Clawback
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Certain
awards are subject to the completion of a strategically important
project.
No
performance targets apply to any other Plan Awards on the basis
that the Awards are a form of deferred bonus to meet regulatory
requirements in the UK. Performance targets instead attach to the
initial award of the Variable Pay.
Buy-out
awards are subject to clawback where the forfeited award of the
relevant employee's former employer was subject to clawback. Where
the employee's forfeited award was not subject to clawback, no
clawback terms are applied to the replacement HSBC
award.
Clawback
applies to the Plan Awards in line with the Company's regulatory
obligations as set out in the Company's internal clawback
policy.
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Arrangements
for the Company or a subsidiary to provide financial assistance to
the grantees
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None
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Number
of shares available for future grant under the plan
mandate
|
The
Plan is subject to two limits on the number of Shares committed to
be issued under all Plan Awards:
1.
10% of the ordinary share capital of the Company in issue
immediately before that day, less the number of Shares which have
been issued, or may be issued, to satisfy Awards under the Plan, or
options or awards under any other employee share plan operated by
the Company granted in the previous 10 years. The number of Shares
available to issue under this limit is 1,112,042,656.
2.
5% of the ordinary share capital of the Company in issue
immediately before that day, less the number of Shares which have
been issued, or may be issued, to satisfy Awards under the Plan.
The number of Shares available to issue under this limit is
357,236,315.
|
For
and on behalf of
HSBC Holdings plc
Angela
McEntee
Group
Company Secretary
The Board of Directors of HSBC Holdings plc as at
the date of this announcement comprises: Brendan Robert Nelson*,
Georges Bahjat Elhedery, Geraldine Joyce
Buckingham†, Wei Sun Christianson†, Rachel Duan†, Dame Carolyn Julie Fairbairn†, James Anthony Forese†, Steven Craig
Guggenheimer†, Manveen (Pam) Kaur, Dr José Antonio Meade
Kuribreña†, Richard Henry Meddings†, Kalpana Jaisingh Morparia†, Eileen K Murray† and Swee Lian Teo†.
* Independent
non-executive Chairman
† Independent
non-executive Director
HSBC Holdings plc
Registered Office and Group Head Office:
8 Canada Square, London E14 5HQ,
United Kingdom Web:
www.hsbc.com
Incorporated in England and Wales with limited
liability. Registration number 617987
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.
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HSBC
Holdings plc
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By:
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Name:
Angela McEntee
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Title:
Group Company Secretary
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Date:
20 August 2026
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