Executive share awards and tax-related trades at HSBC (HSBC) disclosed

Rhea-AI Filing Summary

HSBC Holdings plc details share-based compensation and related transactions for senior management for the 2025 performance year. Long-term incentive awards in ordinary shares of US$0.50 each were granted to Executive Directors and other PDMRs, based on an average share price of £12.82, with a three-year performance period from 1 January 2026 to 31 December 2028 and vesting beginning in March 2029.

The Group also granted annual incentive awards under the HSBC Share Plan 2011, split between immediately vested and deferred shares. Immediately vested awards were subject to sales of a portion of shares, generally around £12.44 per share, to cover income tax and social security liabilities, with the remaining shares subject to a 12‑month retention period. Deferred awards vest in four equal annual tranches starting in March 2027. Detailed EU Market Abuse Regulation disclosures show each PDMR’s acquisitions under the plan and corresponding tax-related disposals on 9 March 2026 on the London Stock Exchange.

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  

HSBC HOLDINGS PLC

11 March 2026

Notification of Transactions by Persons Discharging Managerial Responsibilities ("PDMRs")

The transactions in ordinary shares of US$0.50 each ("Shares") in HSBC Holdings plc (the "Company") detailed below took place on 9 March 2026.

The awards made to Executive Directors disclosed in this announcement are the same awards disclosed in the separate Grant of Conditional Awards announcement released on 11 March 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.

1.    Long Term Incentive Awards

Long term incentive awards ("LTI awards") were made to the PDMRs named below, as part of variable pay for the performance year ended 31 December 2025. An LTI award is an award of Shares in the Company, with a three-year forward-looking performance period commencing on 1 January 2026 and ending on 31 December 2028.

At the end of this performance period, the number of Shares that vest will be determined based upon an assessment by the Group Remuneration Committee of performance against financial and non-financial measures in the LTI scorecard, as detailed in the Directors' Remuneration Report in the Annual Report and Accounts 2025. Subject to that assessment, shares for Executive Directors will vest in five equal annual instalments commencing from March 2029, with a one-year retention period following vesting. Shares for Other PDMRs will vest in two tranches, 75% in March 2029 and 25% in March 2030.

The LTI awards were made in London and are based upon the average closing Share price on the London Stock Exchange on the five days starting 2 March 2026 which is £12.82.

Executive Directors

Name	Shares awarded
Georges Elhedery	702,028
Pam Kaur	409,516

Other PDMRs

Name	Shares awarded
Richard Blackburn	42,121
David Liao	52,892
Barry O'Byrne	56,913
Stuart Riley	90,678
Michael Roberts	90,459
Surendra Rosha	54,573
Suzanna White	37,441

2.    Annual Incentive Awards

Awards of (i) immediately vested and (ii) deferred Shares were made under the HSBC Share Plan 2011. These awards relate to the performance year ended 31 December 2025 and comprise part of the Group's annual incentive arrangements. The awards were determined by assessing performance during the year against financial and non-financial metrics. For Executive Directors who served during the year ended 31 December 2025, the performance assessment is detailed in the Directors' Remuneration Report in the Annual Report and Accounts 2025.

Awards were made in London and are based upon the average closing Share price on the London Stock Exchange on the five days starting on 2 March 2026 which is £12.82.

(i)       Immediately vested awards

Name	Shares awarded	Shares sold in respect of Income Tax and Social Security liabilities at £12.439566 per share	Net shares vested
Georges Elhedery	140,600	66,082	74,518
Pam Kaur	81,903	38,495	43,408
Richard Blackburn	39,625	18,624	21,001
David Liao	57,196	9,152	48,044
Barry O'Byrne	63,397	10,144	53,253
Stuart Riley	100,039	47,019	53,020
Michael Roberts	95,174	48,587	46,587
Surendra Rosha	59,773	9,564	50,209
Suzanna White	32,449	15,110	17,339

Upon vesting, a 12-month retention period applies.

(ii)      Deferred awards

Awards vest in four equal annual tranches commencing in March 2027.

Name	Shares awarded
Richard Blackburn	17,316
David Liao	32,901
Barry O'Byrne	38,183
Stuart Riley	59,379
Michael Roberts	52,303
Surendra Rosha	35,086
Suzanna White	11,232

The following disclosures are made in accordance with the UK version of the EU Market Abuse Regulation 596/2014.

1 - Details of the person discharging managerial responsibilities / person closely associated
Name of natural person						Georges Elhedery
2 - Reason for the notification
Position/status						Group Chief Executive
Initial notification/amendment						Initial Notification
3 - Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity						HSBC Holdings plc
Legal Entity Identifier code						MLU0ZO3ML4LN2LL2TL39
4 - Details of the transaction(s)
Transaction(s) summary table
	Date of Transaction			Financial Instrument	Identification Code	Place of Transaction		Currency
	2026-03-09			Ordinary shares of US$0.50 each	GB0005405286	London Stock Exchange, Main Market (XLON)		GBP - British Pound
	Nature of Transaction: Acquisitions under the HSBC Share Plan 2011					Price	Volume	Total
	£12.82	842,628	£10,802,490.96
	Aggregated	£12.82	842,628	£10,802,490.96
		Date of Transaction		Financial Instrument		Identification Code	Place of Transaction		Currency
	2026-03-09		Ordinary shares of US$0.50 each		GB0005405286	London Stock Exchange, Main Market (XLON)		GBP - British Pound
	Nature of Transaction: Disposal					Price	Volume	Total
						£12.44	66,082	£822,031.40
					Aggregated	£12.44	66,082	£822,031.40

1 - Details of the person discharging managerial responsibilities / person closely associated
Name of natural person						Pam Kaur
2 - Reason for the notification
Position/status						Group Chief Financial Officer
Initial notification/amendment						Initial Notification
3 - Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity						HSBC Holdings plc
Legal Entity Identifier code						MLU0ZO3ML4LN2LL2TL39
4 - Details of the transaction(s)
Transaction(s) summary table
	Date of Transaction			Financial Instrument	Identification Code	Place of Transaction		Currency
	2026-03-09			Ordinary shares of US$0.50 each	GB0005405286	London Stock Exchange, Main Market (XLON)		GBP - British Pound
	Nature of Transaction: Acquisitions under the HSBC Share Plan 2011					Price	Volume	Total
						£12.82	491,419	£6,299,991.58
					Aggregated	£12.82	491,419	£6,299,991.58
	Date of Transaction		Financial Instrument		Identification Code	Place of Transaction		Currency
	2026-03-09		Ordinary shares of US$0.50 each		GB0005405286	London Stock Exchange, Main Market (XLON)		GBP - British Pound
	Nature of Transaction: Disposal					Price	Volume	Total
						£12.44	38,495	£478,861.09
					Aggregated	£12.44	38,495	£478,861.09

1 - Details of the person discharging managerial responsibilities / person closely associated
Name of natural person						Richard Blackburn
2 - Reason for the notification
Position/status						Group Chief Risk and Compliance Officer
Initial notification/amendment						Initial Notification
3 - Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity						HSBC Holdings plc
Legal Entity Identifier code						MLU0ZO3ML4LN2LL2TL39
4 - Details of the transaction(s)
Transaction(s) summary table
	Date of Transaction			Financial Instrument	Identification Code	Place of Transaction		Currency
	2026-03-09			Ordinary shares of US$0.50 each	GB0005405286	London Stock Exchange, Main Market (XLON)		GBP - British Pound
	Nature of Transaction: Acquisitions under the HSBC Share Plan 2011					Price	Volume	Total
						£12.82	99,062	£1,269,974.84
					Aggregated	£12.82	99,062	£1,269,974,.84
	Date of Transaction		Financial Instrument		Identification Code	Place of Transaction		Currency
	2026-03-09		Ordinary shares of US$0.50 each		GB0005405286	London Stock Exchange, Main Market (XLON)		GBP - British Pound
	Nature of Transaction: Disposal					Price	Volume	Total
						£12.44	18,624	£231,674.48
					Aggregated	£12.44	18,624	£231,674.48

1 - Details of the person discharging managerial responsibilities / person closely associated
Name of natural person						David Liao
2 - Reason for the notification
Position/status						Co-Chief Executive, Asia and Middle East
Initial notification/amendment						Initial Notification
3 - Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity						HSBC Holdings plc
Legal Entity Identifier code						MLU0ZO3ML4LN2LL2TL39
4 - Details of the transaction(s)
Transaction(s) summary table
	Date of Transaction			Financial Instrument	Identification Code	Place of Transaction		Currency
	2026-03-09			Ordinary shares of US$0.50 each	GB0005405286	London Stock Exchange, Main Market (XLON)		GBP - British Pound
	Nature of Transaction: Acquisitions under the HSBC Share Plan 2011					Price	Volume	Total
						£12.82	142,989	£1,833,118.98
					Aggregated	£12.82	142,989	£1,833,118.98
	Date of Transaction		Financial Instrument		Identification Code	Place of Transaction		Currency
	2026-03-09		Ordinary shares of US$0.50 each		GB0005405286	London Stock Exchange, Main Market (XLON)		GBP - British Pound
	Nature of Transaction: Disposal					Price	Volume	Total
						£12.44	9,152	£113,846.91
					Aggregated	£12.44	9,152	£113,846.91

1 - Details of the person discharging managerial responsibilities / person closely associated
Name of natural person						Barry O'Byrne
2 - Reason for the notification
Position/status						CEO, International Wealth and Premier Banking
Initial notification/amendment						Initial Notification
3 - Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity						HSBC Holdings plc
Legal Entity Identifier code						MLU0ZO3ML4LN2LL2TL39
4 - Details of the transaction(s)
Transaction(s) summary table
	Date of Transaction			Financial Instrument	Identification Code	Place of Transaction		Currency
	2026-03-09			Ordinary shares of US$0.50 each	GB0005405286	London Stock Exchange, Main Market (XLON)		GBP - British Pound
	Nature of Transaction: Acquisitions under the HSBC Share Plan 2011					Price	Volume	Total
						£12.82	158,493	£2,031,880.26
					Aggregated	£12.82	158,493	£2,031,880.26
	Date of Transaction		Financial Instrument		Identification Code	Place of Transaction		Currency
	2026-03-09		Ordinary shares of US$0.50 each		GB0005405286	London Stock Exchange, Main Market (XLON)		GBP - British Pound
	Nature of Transaction: Disposal					Price	Volume	Total
						£12.44	10,144	£126,186.96
					Aggregated	£12.44	10,144	£126,186.96

1 - Details of the person discharging managerial responsibilities / person closely associated
Name of natural person						Stuart Riley
2 - Reason for the notification
Position/status						Group Chief Information Officer
Initial notification/amendment						Initial Notification
3 - Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity						HSBC Holdings plc
Legal Entity Identifier code						MLU0ZO3ML4LN2LL2TL39
4 - Details of the transaction(s)
Transaction(s) summary table
	Date of Transaction			Financial Instrument	Identification Code	Place of Transaction		Currency
	2026-03-09			Ordinary shares of US$0.50 each	GB0005405286	London Stock Exchange, Main Market (XLON)		GBP - British Pound
	Nature of Transaction: Acquisitions under the HSBC Share Plan 2011					Price	Volume	Total
						£12.82	250,096	£3,206,230.72
					Aggregated	£12.82	250,096	£3,206,230.72
	Date of Transaction		Financial Instrument		Identification Code	Place of Transaction		Currency
	2026-03-09		Ordinary shares of US$0.50 each		GB0005405286	London Stock Exchange, Main Market (XLON)		GBP - British Pound
	Nature of Transaction: Disposal					Price	Volume	Total
						£12.44	47,019	£584,895.95
					Aggregated	£12.44	47,019	£584,895.95

1 - Details of the person discharging managerial responsibilities / person closely associated
Name of natural person						Michael Roberts
2 - Reason for the notification
Position/status						CEO, HSBC Bank plc and CEO, Corporate and Institutional Banking
Initial notification/amendment						Initial Notification
3 - Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity						HSBC Holdings plc
Legal Entity Identifier code						MLU0ZO3ML4LN2LL2TL39
4 - Details of the transaction(s)
Transaction(s) summary table
	Date of Transaction			Financial Instrument	Identification Code	Place of Transaction		Currency
	2026-03-09			Ordinary shares of US$0.50 each	GB0005405286	London Stock Exchange, Main Market (XLON)		GBP - British Pound
	Nature of Transaction: Acquisitions under the HSBC Share Plan 2011					Price	Volume	Total
						£12.82	237,936	£3,050,339.52
					Aggregated	£12.82	237,936	£3,050,339.52
	Date of Transaction		Financial Instrument		Identification Code	Place of Transaction		Currency
	2026-03-09		Ordinary shares of US$0.50 each		GB0005405286	London Stock Exchange, Main Market (XLON)		GBP - British Pound
	Nature of Transaction: Disposal					Price	Volume	Total
						£12.44	48,587	£604,401.19
					Aggregated	£12.44	48,587	£604,401.19

1 - Details of the person discharging managerial responsibilities / person closely associated
Name of natural person						Surendra Rosha
2 - Reason for the notification
Position/status						Co-Chief Executive, Asia and Middle East
Initial notification/amendment						Initial Notification
3 - Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity						HSBC Holdings plc
Legal Entity Identifier code						MLU0ZO3ML4LN2LL2TL39
4 - Details of the transaction(s)
Transaction(s) summary table
	Date of Transaction			Financial Instrument	Identification Code	Place of Transaction		Currency
	2026-03-09			Ordinary shares of US$0.50 each	GB0005405286	London Stock Exchange, Main Market (XLON)		GBP - British Pound
	Nature of Transaction: Acquisitions under the HSBC Share Plan 2011					Price	Volume	Total
						£12.82	149,432	£1,915,718.24
					Aggregated	£12.82	149,432	£1,915,718.24
	Date of Transaction		Financial Instrument		Identification Code	Place of Transaction		Currency
	2026-03-09		Ordinary shares of US$0.50 each		GB0005405286	London Stock Exchange, Main Market (XLON)		GBP - British Pound
	Nature of Transaction: Disposal					Price	Volume	Total
						£12.44	9,564	£118,972.01
					Aggregated	£12.44	9,564	£118,972.01

1 - Details of the person discharging managerial responsibilities / person closely associated
Name of natural person						Suzanna White
2 - Reason for the notification
Position/status						Group Chief Operating Officer
Initial notification/amendment						Initial Notification
3 - Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Full name of the entity						HSBC Holdings plc
Legal Entity Identifier code						MLU0ZO3ML4LN2LL2TL39
4 - Details of the transaction(s)
Transaction(s) summary table
	Date of Transaction			Financial Instrument	Identification Code	Place of Transaction		Currency
	2026-03-09			Ordinary shares of US$0.50 each	GB0005405286	London Stock Exchange, Main Market (XLON)		GBP - British Pound
	Nature of Transaction: Acquisitions under the HSBC Share Plan 2011					Price	Volume	Total
						£12.82	81,122	£1,039,984.04
					Aggregated	£12.82	81,122	£1,039,984.04
	Date of Transaction		Financial Instrument		Identification Code	Place of Transaction		Currency
	2026-03-09		Ordinary shares of US$0.50 each		GB0005405286	London Stock Exchange, Main Market (XLON)		GBP - British Pound
	Nature of Transaction: Disposal					Price	Volume	Total
						£12.44	15,110	£187,961.84
					Aggregated	£12.44	15,110	£187,961.84

For any queries related to this notification, please contact:

Lee Davis

Corporate Governance & Secretariat

shareholderquestions@hsbc.com

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: 11 March 2026

FAQ

What did HSBC (HSBC) disclose in this Form 6-K about executive share awards?

HSBC reported long-term and annual incentive share awards for senior executives for the 2025 performance year. Awards are granted in ordinary shares, with performance-based vesting schedules extending from 2027 to 2030, aligning management compensation with multi-year financial and non-financial performance measures.

How are HSBC (HSBC) long-term incentive awards structured for executives?

Long-term incentive awards are grants of HSBC shares with a performance period from 1 January 2026 to 31 December 2028. Vesting then occurs in instalments from March 2029, based on the Group Remuneration Committee’s assessment of financial and non-financial scorecard metrics disclosed in the Annual Report and Accounts 2025.

What annual incentive share awards did HSBC (HSBC) make for 2025 performance?

HSBC granted annual incentive awards as immediately vested and deferred shares under the HSBC Share Plan 2011. These awards, based on 2025 performance metrics, were valued using an average London Stock Exchange share price of £12.82 and form part of the Group’s variable pay arrangements for senior management.

Why did HSBC (HSBC) executives dispose of some shares on 9 March 2026?

Executives sold portions of their immediately vested share awards to meet income tax and social security liabilities. These disposals occurred around £12.44 per share, with the remaining net shares retained under a 12‑month holding period, as part of standard settlement mechanics for share-based compensation.

How do HSBC (HSBC) deferred share awards vest over time?

Deferred annual incentive awards vest in four equal annual tranches beginning in March 2027. This multi-year vesting schedule is designed to promote retention and align senior managers’ interests with HSBC’s longer-term performance, complementing the separate long-term incentive awards that start vesting from March 2029.

Which executives at HSBC (HSBC) received notable long-term incentive grants?

Named recipients include Group Chief Executive Georges Elhedery and Group Chief Financial Officer Pam Kaur, along with several other PDMRs. Individual grants are expressed in HSBC ordinary shares, determined using an average share price of £12.82, with vesting conditional on performance from 2026 through 2028.