HSBC issues 602,878 shares via Share Plan to meet UK remuneration rules

Rhea-AI Filing Summary

HSBC Holdings plc disclosed conditional awards under its HSBC Share Plan 2011 totaling 602,878 ordinary shares granted to employees and former employees. The awards are structured under the Group-wide deferral policy with vesting generally over three years (33% at each of the first two anniversaries and 34% at the third), while certain Group and local Material Risk Takers may face extended vesting up to seven years. Some awards vest immediately but remain subject to a six- or 12-month retention period during which shares cannot be sold. Awards for new hires mirror forfeited awards from prior employers and may be contingent on completion of strategic projects. No performance targets apply to these Plan Awards because they represent deferred bonus delivery to meet UK regulatory requirements; performance conditions apply at the initial Variable Pay stage. The Plan is subject to two overall issuance limits, with large share pools remaining available under both 10% and 5% caps.

Insights

Compensation & Regulatory Analyst

TL;DR: Routine deferred bonus awards issued to comply with UK regulatory remuneration rules; structured vesting and retention aim to align pay with risk.

The grant of 602,878 shares is a standard application of HSBC's share plan to deliver deferred remuneration elements in equity, satisfying UK regulatory requirements for Material Risk Takers. The mix of immediate vesting with post-vesting retention, three-year default deferral and potential seven-year schedules for senior risk roles reflects typical industry practice to promote long-term alignment and downside risk mitigation. The absence of performance targets on the Plan Awards is consistent with the firm's approach to separate variable pay performance assessment from regulatory delivery mechanics. Overall, this disclosure is operational and compliance-focused rather than financially material.

Securities & Corporate Governance Specialist

TL;DR: Governance controls evident; share pools remain substantial, so dilution risk from this grant is negligible.

The announcement details governance features—clawback provisions aligned to forfeited awards, retention periods, and conditions tied to strategic projects—demonstrating controls over incentive delivery. The stated overall plan limits (10% and 5% caps) show significant headroom remains, indicating this specific grant will not meaningfully increase share issuance or dilute existing shareholders. The disclosure focuses on plan mechanics and compliance and does not indicate any exceptional compensation events or governance concerns.

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  

The following is the text of an announcement released to The Stock Exchange of Hong Kong Limited on 15 August 2025 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:

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.

15 August 2025

               (Hong Kong Stock Code: 5)

HSBC HOLDINGS PLC

GRANT OF CONDITIONAL AWARDS

This announcement is made 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.

On 14 August 2025, HSBC Holdings plc (the "Company") granted conditional awards ("Awards") to employees and former employees to subscribe for a total of 602,878 ordinary shares of US$0.50 each of the Company ("Shares") under the HSBC Share Plan 2011 (the "Plan").

The following are the details of the grants:

Grants to other grantees:
Category of grantee	Employees and former employees
Number of shares under Awards	602,878
Closing market price of the ordinary shares on the London Stock Exchange on the date of grant	GBP 9.539
Purchase price of Awards granted	GBP 0
Vesting period of the Awards	Under the HSBC Group-wide deferral policy, vesting occurs over a three year period with 33% vesting on the first and second anniversaries of grant and 34% on the third anniversary. Group and local Material Risk Takers may be subject to longer vesting periods of up to seven years, as required under the relevant remuneration regulations. Awards may be subject to a six- or 12-month retention period following vesting. Immediately vested share awards may be subject to a six- or 12-month retention period following vesting. The Company views it as appropriate for the immediately vested share awards to vest immediately and not to be subject to a vesting period for two reasons: 1)   The immediately vested share award is a non-deferred portion of the Material Risk Takers remuneration, which must be partly delivered in shares to comply with UK regulation; each employee will also be granted a deferred share award for which the vesting schedule is noted above. 2)   The immediately vested share award is subject to a retention period of six- or 12-months, during which time the shares cannot be sold. The vesting period for buy-out awards for new hires generally mirror those of the forfeited awards from the previous employer. Where the forfeited award was subject to a post vesting retention period, a retention period will be applied to the buy-out award.
Performance Targets and Clawback	Certain awards are subject to the completion of a strategically important project. No performance targets apply to any Plan Awards on the basis that the Awards are a form of deferred bonus to meet regulatory requirements in the UK. Performance targets instead attach to the initial award of the Variable Pay. Buy-out awards are subject to clawback where the forfeited award of the relevant employee's former employer was subject to clawback. Where the employee's forfeited award was not subject to clawback, no clawback terms are applied to the replacement HSBC award. Clawback applies to all other Plan Awards in line with the Company's regulatory obligations as set out in the Company's internal clawback policy.
Arrangements for the Company or a subsidiary to provide financial assistance to the grantees	None
Number of shares available for future grant under the plan mandate	The Plan is subject to two limits on the number of Shares committed to be issued under all Plan Awards: 1.   10% of the ordinary share capital of the Company in issue immediately before that day, less the number of Shares which have been issued, or may be issued, to satisfy Awards under the Plan, or options or awards under any other employee share plan operated by the Company granted in the previous 10 years. The number of Shares available to issue under this limit is 998,078,234. 2.   5% of the ordinary share capital of the Company in issue immediately before that day, less the number of Shares which have been issued, or may be issued, to satisfy Awards under the Plan. The number of Shares available to issue under this limit is 283,392,004.

For and on behalf of

HSBC Holdings plc

Aileen Taylor

Company Secretary

The Board of Directors of HSBC Holdings plc as at the date of this announcement comprises: Sir Mark Edward Tucker*, Georges Bahjat Elhedery, Geraldine Joyce Buckingham†, Rachel Duan†, Dame Carolyn Julie Fairbairn†, James Anthony Forese†, Ann Frances Godbehere†, Steven Craig Guggenheimer†, Manveen (Pam) Kaur, Dr José Antonio Meade Kuribreña†, Kalpana Jaisingh Morparia†, Eileen K Murray†, Brendan Robert Nelson† and Swee Lian Teo†.

*  Non-executive Group Chairman

†  Independent non-executive Director

HSBC Holdings plc

Registered Office and Group Head Office:

8 Canada Square, London E14 5HQ, United Kingdom

Web: www.hsbc.com

Incorporated in England and Wales with limited liability. Registration number 617987

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: 15 August 2025

FAQ

What did HSBC (HSBC) announce regarding share awards?

HSBC granted 602,878 conditional awards under the HSBC Share Plan 2011 to employees and former employees to deliver deferred bonus elements in shares.

How do the awarded shares vest under HSBC's plan?

Vesting generally occurs over three years with 33% vesting on the first and second anniversaries and 34% on the third; some roles may have up to seven-year vesting.

Are performance targets attached to the Plan Awards?

No. Plan Awards do not carry performance targets because they represent deferred bonus delivery; performance is assessed at the initial Variable Pay award stage.

Do the shares have any sale restrictions after vesting?

Yes. Immediately vested awards and some deferred awards are subject to a six- or 12-month retention period during which shares cannot be sold.

Will these grants meaningfully dilute existing shareholders?

Unlikely. The Plan is subject to 10% and 5% issuance caps and the announcement shows substantial remaining share pools under both limits.