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HSBC taps markets with US$1.5bn subordinated notes; plans NYSE listing

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

Rhea-AI Filing Summary

HSBC Holdings plc announced the issuance of US$1,500,000,000 5.741% Fixed Rate/Floating Rate Subordinated Unsecured Notes due 2036 under an existing indenture, with a 10th supplemental indenture dated 10 September 2025. The offering was made pursuant to an effective Form F-3 shelf registration and by prospectus supplement; HSBC intends to apply to list the Notes on the New York Stock Exchange. The announcement notes the availability of the prospectus documents on EDGAR and provides investor and media contact details. The filing also states HSBC held US$3,214bn of assets at 30 June 2025.

Positive

  • US$1,500,000,000 raised via long-dated notes, demonstrating access to capital markets
  • Notes issued under an effective Form F-3 shelf with prospectus supplement filed, indicating regulatory compliance
  • HSBC will apply to list the Notes on the New York Stock Exchange, increasing secondary market accessibility

Negative

  • The notes are subordinated unsecured, which increases junior debt obligations and affects relative creditor hierarchy
  • 5.741% coupon implies a fixed cost of funding for the fixed-rate period, adding interest expense obligations

Insights

TL;DR: HSBC raised long-dated subordinated funding of US$1.5bn at a 5.741% coupon, using an existing F-3 shelf.

The issuance of subordinated unsecured notes due 2036 increases HSBC's long-term wholesale funding and reinforces access to U.S. capital markets, evidenced by the planned NYSE listing and use of the Form F-3 shelf. As subordinated unsecured debt, these notes sit below senior creditors in the capital structure but above equity. The fixed-to-floating structure and 2036 maturity deliver predictable near-term funding costs while providing potential repricing later under the floating leg. The announcement is procedural and contains required offering disclosures rather than commentary on use of proceeds or capital ratios.

TL;DR: Material funding transaction that modestly affects capital structure; disclosure is standard and non-operational.

Raising US$1.5bn of subordinated notes is a material financing event in absolute terms and relevant to investors monitoring HSBC's liability profile. The filing confirms regulatory-compliant sale mechanics (F-3 shelf, prospectus supplement) and indicates market distribution limited by jurisdictional restrictions. The notice does not disclose pricing guidance beyond the coupon, allocation, or intended use of proceeds, so direct impacts on leverage or capital ratios cannot be quantified from this document alone.

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 September
 
HSBC Holdings plc
 
42nd Floor, 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  
 
 
 
  
 
 
10 September 2025
 
HSBC HOLDINGS PLC
ISSUANCE OF SUBORDINATED UNSECURED NOTES
 
HSBC Holdings plc has today issued US$1,500,000,000 5.741% Fixed Rate/Floating Rate Subordinated Unsecured Notes due 2036 (the 'Notes') pursuant to an indenture dated 12 March 2014 (as amended and supplemented from time to time and as most recently amended and supplemented by a 10th supplemental indenture dated 10 September 2025).
 
Application will be made to list the Notes on the New York Stock Exchange.
 
 
 
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
 
 
Disclaimers
 
The offering was made pursuant to an effective shelf registration statement on Form F-3 filed with the Securities and Exchange Commission (the 'SEC'). The offering was made solely by means of a prospectus supplement and an accompanying prospectus, which have been filed with the SEC. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov or by writing or telephoning us at either of the following addresses: 
 
Group Company Secretary
HSBC Holdings plc
8 Canada Square
London E14 5HQ
United Kingdom
Tel: +44 20 7991 8888
 
HSBC Holdings plc
c/o HSBC Bank USA, National Association
66 Hudson Boulevard East
New York, New York, 10001
Attn: Company Secretary
Tel: +1 212 525 5000
 
The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
 
This announcement does not constitute an offer or an invitation to subscribe or purchase any of the Notes. No action has been taken in any jurisdiction to permit a public offering of the Notes where such action is required other than in the US. The offer and sale of the Notes may be restricted by law in certain jurisdictions.
 
 
For and on behalf of
HSBC Holdings plc
Aileen Taylor
Company Secretary
 
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 57 countries and territories. With assets of US$3,214bn at 30 June 2025, 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: Aileen Taylor
 
Title: Group Company Secretary and Chief Governance Officer
 
 
 
Date: 10 September 2025

FAQ

What debt did HSBC (HSBC) issue in this 6-K?

HSBC issued US$1,500,000,000 5.741% Fixed Rate/Floating Rate Subordinated Unsecured Notes due 2036.

Will the HSBC notes be listed on an exchange?

HSBC stated it will apply to list the Notes on the New York Stock Exchange.

Under what registration was the offering made?

The offering was made pursuant to an effective Form F-3 shelf registration statement and a prospectus supplement filed with the SEC.

Where can investors obtain the prospectus and offering documents?

Prospectus documents are available for free on EDGAR at www.sec.gov or by contacting HSBC's company secretary addresses provided in the filing.

What is HSBC's asset size mentioned in the filing?

The filing states HSBC had US$3,214bn of assets at 30 June 2025.
Hsbc Holdings Plc

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