[6-K] HSBC Holdings PLC Current Report (Foreign Issuer)

Rhea-AI Filing Summary

HSBC Holdings plc filed a Form 6-K announcing it will exercise its optional call to redeem in full two U.S-dollar senior unsecured note issues originally maturing in 2026: US$2.5 bn 4.292% fixed/floating-rate notes (CUSIP 404280BX6) and US$750 m floating-rate notes (CUSIP 404280BW8). The total US$3.25 bn principal will be repaid at par on 12 September 2025 (the “Redemption Date”), an interest-payment date.

Holders of record on 28 August 2025 will also receive accrued interest: (i) 12 March–11 September 2025 on the fixed/floating tranche and (ii) 12 June–11 September 2025 on the floating-rate tranche. After settlement, the securities will be cancelled and interest will cease to accrue. Certificates must be surrendered to HSBC Bank USA for payment.

The notice does not disclose funding sources or projected financial impact, but early retirement modestly reduces 2026 debt maturities and interest expense, signalling balance-sheet flexibility for the US$3.2 trn-asset bank.

Positive

• Demonstrates ample liquidity by funding a US$3.25 bn early redemption without external financing.
• Reduces future interest expense by retiring 4.292% and floating-rate debt ahead of schedule.

Negative

• Requires significant cash outflow of US$3.25 bn in September 2025, marginally reducing near-term liquidity.

Insights

Fixed Income Analyst

TL;DR: US$3.25 bn early note redemption reflects surplus liquidity and proactive liability management; overall equity impact is negligible, bondholders receive par plus interest.

Impact assessment: not impactful for equity holders given HSBC’s US$3.2 trn balance sheet, but relevant for fixed-income investors tracking outstanding supply. Redeeming at par removes a 4.292% coupon and a floating-rate issue roughly four months ahead of contractual maturity, slightly lowering 2025-26 interest expense and simplifying the debt stack. Liquidity signal is positive, yet the cash outlay is immaterial to capital ratios. Overall market reaction should be muted.

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

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  

NOTICE OF REDEMPTION

Dated 6 August 2025

US$2,500,000,000 4.292% Fixed Rate/Floating Rate Senior Unsecured Notes due 2026 (CUSIP No. 404280BX6; ISIN: US404280BX62)* (the 'Fixed/Floating Rate Notes') and US$750,000,000 Floating Rate Senior Unsecured Notes due 2026 (CUSIP No. 404280BW8; ISIN: US404280BW89)* (the 'Floating Rate Notes' and, together with the Fixed/Floating Rate Notes, 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 the Optional Redemption (as defined below) shall not be affected by any defect in or omission of such numbers.

To:      The Holders of the Securities

            The New York Stock Exchange

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 26 August 2009 (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 a ninth supplemental indenture dated as of 12 September 2018 (the 'Ninth 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 Section 11.04 of the Base Indenture and Sections 2.01, 2.03, 3.01, 4.01 and 5.01 of the Ninth Supplemental Indenture, the Issuer hereby provides notice of the following information relating to the Optional Redemption:

●          The redemption date for the Securities shall be 12 September 2025 (the 'Redemption Date').

●        The redemption price for the Securities shall be US$1,000 per US$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:

i.    all accrued but unpaid interest from (and including) 12 March 2025 to (but excluding) the Redemption Date will be payable to the holders of record of the Fixed/Floating Rate Notes as of 28 August 2025, the Regular Record Date (the 'Fixed/Floating Rate Notes Interest Payment'); and

ii.    all accrued but unpaid interest from (and including) 12 June 2025 to (but excluding) the Redemption Date will be payable to the holders of record of the Floating Rate Notes as of 28 August 2025, the Regular Record Date (the 'Floating Rate Notes Interest Payment').

●        Subject to any conditions and/or the limited circumstances contained in the Ninth Supplemental Indenture, on the Redemption Date the Redemption Price and the Fixed/Floating Rate Notes Interest Payment or the Floating Rate Notes Interest Payment, as applicable, shall become due and payable upon each such Security to be redeemed and interest thereon shall cease to accrue on and 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.

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 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: 06 August 2025

FAQ

When will HSBC (HSBC) redeem the 2026 senior notes?

The redemption date is 12 September 2025.

What is the total principal amount being redeemed?

HSBC will retire US$3.25 billion in aggregate principal.

At what price will the notes be redeemed?

Both tranches will be redeemed at par (US$1,000 per US$1,000) plus accrued interest.

Who will receive the accrued interest payments?

Holders of record on 28 August 2025 will receive accrued interest appropriate to each tranche.

Where should securities be surrendered for payment?

Certificates must be delivered to HSBC Bank USA, 66 Hudson Boulevard East, New York, NY 10001.

Why is the redemption considered optional?

The indenture grants HSBC an Optional Redemption right, which the company is exercising under its call provisions.