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

Rhea-AI Filing Summary

HSBC Holdings plc has published a new base prospectus supplement dated 27 February 2026 for its debt issuance programme, updating the base prospectus first dated 28 March 2025 and prior supplements from April, July and October 2025. The supplement has been approved by the UK Financial Conduct Authority and filed with the National Storage Mechanism for public inspection.

The document governs how notes under the programme may be offered, including detailed restrictions under the U.S. Securities Act of 1933. It limits access and distribution mainly to non-U.S. persons under Regulation S or qualified institutional buyers under Rule 144A, and confirms that the notes are not registered under U.S. securities laws.

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 February

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  

27 February 2026

HSBC HOLDINGS PLC

PUBLICATION OF BASE PROSPECTUS SUPPLEMENT

The following base prospectus supplement has been approved by the Financial Conduct Authority and is available for viewing:

Base Prospectus Supplement dated 27 February 2026 to the Base Prospectus dated 28 March 2025 and the supplements thereto dated 30 April 2025, 30 July 2025 and 29 October 2025.

To view the full document, 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 the above document 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 Supplement available by clicking on the link above, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Base Prospectus Supplement. In accessing the Base Prospectus Supplement, 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 SUPPLEMENT MAY NOT BE FORWARDED OR DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE BASE PROSPECTUS SUPPLEMENT 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 SUPPLEMENT 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 (THE 'BASE PROSPECTUS') AND THE BASE PROSPECTUS SUPPLEMENT 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 AND THE BASE PROSPECTUS SUPPLEMENT 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 Supplement 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 and the Base Prospectus Supplement 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 Supplement or make an investment decision with respect to any Notes issued or to be issued pursuant to the Base Prospectus and the Base Prospectus Supplement, 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 Supplement, 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 Supplement and any supplements thereto via electronic publication.

You are reminded that the Base Prospectus Supplement has been made available to you on the basis that you are a person into whose possession the Base Prospectus Supplement 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 Supplement to any other person.

The Base Prospectus Supplement 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 Supplement 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 and the Base Prospectus Supplement, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The Base Prospectus Supplement 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 Supplement 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: 27 February 2026

FAQ

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

HSBC filed notice of a new base prospectus supplement for its debt issuance programme. The supplement, dated 27 February 2026, updates the 28 March 2025 base prospectus and earlier 2025 supplements approved by the UK Financial Conduct Authority.

Who approved HSBC’s new base prospectus supplement?

The base prospectus supplement was approved by the UK Financial Conduct Authority. It has also been submitted to the National Storage Mechanism, where it will be available for public inspection through the FCA’s online portal for regulatory documents.

How can investors access HSBC’s base prospectus supplement?

Investors can access the supplement through HSBC’s website via the fixed income investors and issuance programmes section. A copy has also been filed with the UK National Storage Mechanism, which provides online access to regulatory documents for public inspection.

What are the U.S. securities law restrictions on HSBC’s notes?

Notes issued under the base prospectus and supplement are not registered under the U.S. Securities Act or state laws. They may only be offered to non-U.S. persons under Regulation S or to qualified institutional buyers in the United States under Rule 144A conditions.

Who is allowed to rely on HSBC’s base prospectus supplement information?

The information is aimed at residents of specific countries identified in the base prospectus. Persons must confirm they are intended addressees, either non-U.S. persons under Regulation S or qualified institutional buyers, before relying on the supplement’s contents for investment decisions.

How large is HSBC based on this filing’s data?

HSBC is described as one of the world’s largest banking and financial services organisations. It had assets of US$3,233 billion at 31 December 2025 and serves customers from offices in 56 countries and territories worldwide.