HSBC (NYSE: HSBC) refreshes contingent capital indentures and legal opinions

Rhea-AI Filing Summary

HSBC Holdings plc filed a report to update legal documentation tied to its contingent capital securities programme. The company is incorporating multiple supplemental indentures, including new nineteenth and twentieth supplemental indentures dated March 24, 2026, into an existing registration statement. The filing also adds updated US and English law legal opinions from Cleary Gottlieb Steen & Hamilton LLP, both dated March 24, 2026, so these documents can be relied on under the referenced shelf registration.

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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2026

Commission File Number: 001-14930

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 ☒   Form 40-F ☐ 

This Report on Form 6-K is hereby incorporated by reference in the following HSBC Holdings plc registration statement:

file number 333-277306

HSBC Holdings plc (the “Registrant”) hereby incorporates by reference the following exhibits to this report on Form 6-K into its registration statement: file number 333-277306.

Exhibit No.		Description of Document
4.1		First Supplemental Indenture to the Contingent Capital Securities Indenture, dated September  17, 2014, incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 6-K (File No. 001-14930) dated September 17, 2014.
4.2		Second Supplemental Indenture to the Contingent Capital Securities Indenture, dated September  17, 2014, incorporated herein by reference to Exhibit 4.2 to the Registrant’s Form 6-K (File No. 001-14930) dated September 17, 2014.
4.3		Third Supplemental Indenture to the Contingent Capital Securities Indenture, dated March  30, 2015, incorporated herein by reference to Exhibit 4.2 to the Registrant’s Form 6-K (File No. 001-14930) dated March 30, 2015.
4.4		Fourth Supplemental Indenture to the Contingent Capital Securities Indenture, dated June  1, 2016, incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 6-K (File No. 001-14930) dated June 1, 2016.
4.5		Fifth Supplemental Indenture to the Contingent Capital Securities Indenture, dated May  22, 2017, incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 6-K (File No. 001-14930) dated May 22, 2017.
4.6		Sixth Supplemental Indenture to the Contingent Capital Securities Indenture, dated March  23, 2018, incorporated herein by reference to Exhibit 4.6 to the Registrant’s Form 6-K (File No. 001-14930) dated March 23, 2018.
4.7		Seventh Supplemental Indenture to the Contingent Capital Securities Indenture, dated March  23, 2018, incorporated herein by reference to Exhibit 4.7 to the Registrant’s Form 6-K (File No. 001-14930) dated March 23, 2018.
4.8		Ninth Supplemental Indenture to the Contingent Capital Securities Indenture, dated December  17, 2020, incorporated herein by reference to Exhibit 4.8 to the Registrant’s Form 6-K (File No. 001-14930) dated December 17, 2020.
4.9		Tenth Supplemental Indenture to the Contingent Capital Securities Indenture, dated March  9, 2021, incorporated herein by reference to Exhibit 4.9 to the Registrant’s Form 6-K (File No. 001-14930) dated March 9, 2021.
4.10		Fourteenth Supplemental Indenture to the Contingent Capital Securities Indenture, dated September  11, 2024, incorporated herein by reference to Exhibit 4.10 to the Registrant’s Form 6-K (File No. 001-14930) dated September 11, 2024.
4.11		Nineteenth Supplemental Indenture to the Contingent Capital Securities Indenture, dated March 24, 2026.
4.12		Twentieth Supplemental Indenture to the Contingent Capital Securities Indenture, dated March 24, 2026.
5.1		Opinion of Cleary Gottlieb Steen & Hamilton LLP, special US counsel to the Registrant, dated March 24, 2026.
5.2		Opinion of Cleary Gottlieb Steen & Hamilton LLP, special English counsel to the Registrant, dated March 24, 2026.

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
Date: March 24, 2026				By:		/s/ James Murphy
				Name:		James Murphy
				Title:		Global Head of Markets Treasury

[Signature Page to Form 6-K]

FAQ

What does HSBC (HSBC) update in this March 2026 filing?

HSBC updates the legal framework for its contingent capital securities. It incorporates several historical and new supplemental indentures and fresh legal opinions into an existing registration statement, ensuring current documentation supports potential future issuances under that program.

What are the nineteenth and twentieth supplemental indentures for HSBC (HSBC)?

The nineteenth and twentieth supplemental indentures, both dated March 24, 2026, amend or add to HSBC’s existing Contingent Capital Securities Indenture. They are now formally tied into the company’s registration statement through this filing to keep the indenture structure up to date.

Which legal opinions are included for HSBC (HSBC) in this report?

The filing includes two opinions from Cleary Gottlieb Steen & Hamilton LLP, acting as special US and special English counsel. Both opinions are dated March 24, 2026 and are incorporated by reference into HSBC’s existing registration statement for its contingent capital securities.

How does this filing affect HSBC (HSBC) securities offerings?

The filing refreshes the legal documentation that underpins HSBC’s contingent capital securities programme. By incorporating updated supplemental indentures and legal opinions into the registration statement, it helps ensure any future issuance under that framework relies on current, formally referenced documents.

Which prior HSBC (HSBC) indentures are referenced in this document?

The report points to multiple earlier supplemental indentures dating from 2014, 2015, 2016, 2017, 2018, 2020 and 2021. These prior documents, already on file in earlier reports, are listed and incorporated by reference into the same registration statement governing contingent capital securities.

Who signed this March 2026 report for HSBC (HSBC)?

The report was signed on behalf of HSBC Holdings plc by James Murphy, identified as Global Head of Markets Treasury. His signature confirms the company’s authorization of the filing and its incorporation of the listed exhibits into the relevant registration statement.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-4.11 EX-4.11 431.6 KB
• EX-4.12 EX-4.12 429.0 KB
• EX-5.1 EX-5.1 12.6 KB
• EX-5.2 EX-5.2 49.4 KB