HSBC (NYSE: HSBC) updates 2026 base prospectus for debt issuance

Rhea-AI Filing Summary

HSBC Holdings plc has published a new Base Prospectus and registration document for its Debt Issuance Programme, both approved by the UK Financial Conduct Authority and made available via HSBC’s investor website and the FCA’s National Storage Mechanism.

The documents set the legal framework under which HSBC may issue notes to eligible investors in various jurisdictions, with distribution restricted under Regulation S and Rule 144A of the U.S. Securities Act. HSBC highlights that offers will only be made where lawful and to intended addressees. The company notes that it held assets of US$3,233bn as of 31 December 2025, underscoring its scale as one of the world’s largest banking and financial services organisations.

Key Figures

Total assets: US$3,233bn

1 metrics

Total assets US$3,233bn As of 31 December 2025

Key Terms

Base Prospectus, Debt Issuance Programme, Regulation S, Rule 144A, +1 more

5 terms

Base Prospectus financial

"The following applies to the base prospectus and registration document available by clicking on the link above"

A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.

Debt Issuance Programme financial

"Base Prospectus dated 30 March 2026 for the HSBC Holdings plc Debt Issuance Programme"

Regulation S regulatory

"persons that are not U.S. persons as defined in, and in reliance on, Regulation S under the U.S. Securities Act 1933"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Rule 144A regulatory

"within the United States to QIBs in accordance with Rule 144A under the Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

qualified institutional buyers financial

"to persons reasonably believed to qualified institutional buyers (each a 'QIB') within the meaning of Rule 144A"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

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 March

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 ...... 

30 March 2026    

HSBC HOLDINGS PLC

PUBLICATION OF BASE PROSPECTUS

The following base prospectus and registration document have been approved by the Financial Conduct Authority and are available for viewing:

Base Prospectus dated 30 March 2026 for the HSBC Holdings plc Debt Issuance Programme

Registration Document dated 30 March 2026 in respect of HSBC Holdings plc

To view the full documents, please paste the following URL into the address bar of your browser:

http://www.hsbc.com/investors/fixed-income-investors/issuance-programmes

A copy of each of the above documents has been submitted to the National Storage Mechanism and will shortly be available for inspection at:

https://data.fca.org.uk/#/nsm/nationalstoragemechanism

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$3,233bn at 31 December 2025, HSBC is one of the world's largest banking and financial services organisations.

DISCLAIMER - INTENDED ADDRESSEES

IMPORTANT: You must read the following before continuing: The following applies to the base prospectus and registration document available by clicking on the link above (together, the 'Base Prospectus', which expression includes the documents incorporated by reference therein), and you are therefore advised to read this carefully before reading, accessing or making any other use of the Base Prospectus. In accessing the Base Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them, any time you receive any information from us as a result of such access.

THE BASE PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE BASE PROSPECTUS MAY ONLY BE DISTRIBUTED OUTSIDE THE UNITED STATES TO PERSONS THAT ARE NOT U.S. PERSONS AS DEFINED IN, AND IN RELIANCE ON, REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE 'SECURITIES ACT') OR WITHIN THE UNITED STATES TO QIBs (AS DEFINED BELOW) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT ('RULE 144A'). ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE BASE PROSPECTUS IN WHOLE OR IN PART IS PROHIBITED. FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

NOTHING IN THIS ELECTRONIC PUBLICATION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. ANY NOTES ISSUED OR TO BE ISSUED PURSUANT TO THE BASE PROSPECTUS RELATING TO THE HSBC HOLDINGS PLC DEBT ISSUANCE PROGRAMME HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. ANY NOTES ISSUED OR TO BE ISSUED PURSUANT TO THE BASE PROSPECTUS MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT TO PERSONS REASONABLY BELIEVED TO BE QUALIFIED INSTITUTIONAL BUYERS (EACH A 'QIB') WITHIN THE MEANING OF RULE 144A OR (2) IN AN OFFSHORE TRANSACTION TO A PERSON THAT IS NOT A U.S. PERSON IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT.

Please note that the information contained in the Base Prospectus may be addressed to and/or targeted at persons who are residents of particular countries (specified in the Base Prospectus) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the Base Prospectus is not addressed. Prior to relying on the information contained in the Base Prospectus you must ascertain from the Base Prospectus whether or not you are part of the intended addressees of the information contained therein.

Confirmation of your Representation: In order to be eligible to view the Base Prospectus or make an investment decision with respect to any Notes issued or to be issued pursuant to the Base Prospectus, you must be (i) a person other than a U.S. person (as defined in Regulation S under the Securities Act); or (ii) a QIB that is acquiring the securities for its own account or for the account of another QIB. By accessing the Base Prospectus, you shall be deemed to have represented that you and any customers you represent are not a U.S. person  or that you are a QIB, and that you consent to delivery of the Base Prospectus and any supplements thereto via electronic publication.

You are reminded that the Base Prospectus has been made available to you on the basis that you are a person into whose possession the Base Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Base Prospectus to any other person.

The Base Prospectus does not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of HSBC Holdings plc in such jurisdiction. Under no circumstances shall the Base Prospectus constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of any Notes issued or to be issued pursuant to the Base Prospectus, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The Base Prospectus has been made available to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of HSBC Holdings plc, its advisers, any person who controls HSBC Holdings plc or any director, officer, employee or agent of HSBC Holdings plc or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Base Prospectus made available to you in electronic format and the original version.

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 March 2026

FAQ

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

HSBC announced publication of a new Base Prospectus and registration document for its Debt Issuance Programme. Both were approved by the UK Financial Conduct Authority and are now accessible through HSBC’s investor website and the FCA’s National Storage Mechanism for eligible investors.

What is HSBC (HSBC)’s Debt Issuance Programme Base Prospectus?

The Base Prospectus provides the core legal terms under which HSBC may issue notes to investors. It includes disclosures, risk factors, and regulatory selling restrictions, and is supplemented over time for specific offerings linked to the Debt Issuance Programme.

Who can access and use HSBC (HSBC)’s Base Prospectus?

Access and use are limited to non-U.S. persons under Regulation S or qualified institutional buyers under Rule 144A. The information is targeted at residents of specific countries and should not be relied upon by persons outside those intended addressee jurisdictions.

Does HSBC (HSBC)’s Base Prospectus filing constitute an offer of securities?

No, the Base Prospectus itself does not constitute an offer or solicitation to buy or sell securities. Any offer or sale of notes will only occur where lawful, following applicable local regulations and the detailed terms set out in final offering documents.

How large is HSBC (HSBC) based on this disclosure?

HSBC reports assets of US$3,233bn as of 31 December 2025, making it one of the world’s largest banking and financial services organisations. This scale provides context for the size and potential frequency of issuances under its Debt Issuance Programme.

Where can investors find HSBC (HSBC)’s new Base Prospectus?

Investors can access the Base Prospectus via HSBC’s fixed-income investor webpages using the provided URL. Copies have also been submitted to the UK National Storage Mechanism and will be available for inspection through the FCA’s online portal once processed.