HSBC (NYSE: HSBC) grants 2.1M conditional share awards under 2011 plan

Rhea-AI Filing Summary

HSBC Holdings plc has granted conditional share awards to employees and former employees under the HSBC Share Plan 2011. The awards cover a total of 2,119,724 ordinary shares of US$0.50 each with a purchase price of GBP 0 per share.

Most awards vest over three years, with 33% vesting on the first and second anniversaries of grant and 34% on the third. Certain Material Risk Takers may face vesting periods of up to five years, and many awards are subject to a 12‑month retention period and potential clawback in line with UK regulatory requirements.

Key Figures

Shares under new awards: 2,119,724 shares Market price at grant: GBP 12.216 per share Purchase price of awards: GBP 0 +3 more

6 metrics

Shares under new awards 2,119,724 shares Conditional awards granted on 31 March 2026

Market price at grant GBP 12.216 per share Closing market price on London Stock Exchange on grant date

Purchase price of awards GBP 0 Exercise/purchase price for the conditional awards

3-year vesting schedule 33% / 33% / 34% Vesting on first, second and third anniversaries of grant

Shares remaining under 10% limit 1,108,295,038 shares Available to issue under overall plan and other plans limit

Shares remaining under 5% limit 355,511,014 shares Available to issue under HSBC Share Plan 2011 specific limit

Key Terms

conditional awards, Material Risk Takers, retention period, clawback, +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"

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.

Variable Pay financial

"Performance targets instead attach to the initial award of the Variable Pay"

Form 6-K: How Foreign Companies Report to the SEC →

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 April

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 2 April 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.

2 April 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 31 March 2026, HSBC Holdings plc (the "Company") granted conditional awards ("Awards") to employees and former employees to subscribe for a total of 2,119,724 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:

Grants to other grantees:
Category of grantee	Employees and former employees
Number of shares under Awards	2,119,724
Closing market price of the ordinary shares on the London Stock Exchange on the date of grant	GBP 12.216
Purchase price of Awards granted	GBP 0
Vesting period of the Awards	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.
Performance Targets and Clawback	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.
Arrangements for the Company or a subsidiary to provide financial assistance to the grantees	None
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 1,108,295,038. 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 355,511,014.

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†, Ann Frances Godbehere†, Steven Craig Guggenheimer†, Manveen (Pam) Kaur, Dr José Antonio Meade Kuribreña†, 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.

HSBC Holdings plc

By:

Name: Angela McEntee

Title: Group Company Secretary

Date: 02 April 2026

FAQ

What did HSBC (HSBC) announce in this Form 6-K filing?

HSBC Holdings plc granted conditional share awards over 2,119,724 ordinary shares under the HSBC Share Plan 2011. These awards form part of deferred and immediate share-based remuneration for employees and former employees, in line with UK regulatory requirements on variable pay.

How many HSBC (HSBC) shares are covered by the new awards?

The conditional awards relate to 2,119,724 ordinary shares of US$0.50 each. These shares are granted to employees and former employees as part of the HSBC Share Plan 2011, mainly serving as deferred bonus linked to the Group’s remuneration and regulatory framework.

What are the vesting terms of HSBC (HSBC) share awards granted?

Under HSBC’s group-wide deferral policy, most awards vest over three years: 33% after one year, 33% after two years and 34% after three years. Material Risk Takers may face vesting of up to five years, and many awards include a 12‑month post‑vesting retention period.

Are performance targets attached to the HSBC (HSBC) share awards?

Certain awards depend on completion of a strategically important project. Otherwise, no performance targets apply because the awards function as deferred bonus to meet UK regulatory requirements. Performance conditions instead attach to the original Variable Pay from which these deferred awards arise.

How does clawback apply to HSBC (HSBC) share awards?

Clawback applies in line with HSBC’s internal clawback policy and regulatory obligations. Buy‑out awards mirror the forfeited awards from a former employer: if the original award had clawback, the HSBC replacement does too; if it had none, the replacement typically omits clawback terms.

What limits exist on future HSBC (HSBC) share grants under the plan?

The plan is capped at 10% and 5% of HSBC’s ordinary share capital, with separate calculations. Under these limits, 1,108,295,038 shares and 355,511,014 shares, respectively, remain available for future issuance to satisfy awards under the HSBC Share Plan 2011.