HSBC grants conditional awards for 336,726 shares
Awards under the group-wide deferral policy vest over three years, while some group and local Material Risk Takers may be subject to periods of up to five years.
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Form Type
6-K
Rhea-AI Filing Summary
HSBC Holdings plc granted conditional awards covering 336,726 ordinary shares to employees and former employees on November 4, 2026, under the HSBC Share Plan 2011. The awards’ purchase price is GBP 0; the ordinary shares’ closing market price on the London Stock Exchange on the grant date was GBP 13.182.
Under the group-wide deferral policy, awards vest over three years, with 33% vesting on each of the first and second anniversaries and 34% on the third. Group and local Material Risk Takers may be subject to vesting periods of up to five years under applicable remuneration regulations, and awards may carry a 12-month retention period after vesting. Certain awards depend on completion of a strategically important project. No performance targets apply to other Plan Awards; targets instead attach to the initial award of Variable Pay. Clawback applies to Plan Awards in line with HSBC’s regulatory obligations and internal clawback policy.
Filing Explained
HSBC reports that the plan has 1,111,855,862 shares available under its 10% limit and 355,401,930 under its separate 5% limit for future grants; these are capacity figures, not additional awards made in this announcement.
Key Figures
Shares under conditional awards: 336,726 ordinary shares
Closing market price: GBP 13.182
Purchase price of awards: GBP 0
+5 more
8 metrics
Shares under conditional awards
336,726 ordinary shares
Granted November 4, 2026
Closing market price
GBP 13.182
London Stock Exchange, grant date
Purchase price of awards
GBP 0
Awards granted November 4, 2026
Vesting on first and second anniversaries
33%
Under the group-wide deferral policy
Vesting on third anniversary
34%
Under the group-wide deferral policy
Maximum vesting period for certain Material Risk Takers
Up to five years
Group and local Material Risk Takers
Shares available under 10% plan limit
1,111,855,862 shares
Available to issue under the stated plan limit
Shares available under 5% plan limit
355,401,930 shares
Available to issue under the stated plan limit
Key Terms
conditional awards, Material Risk Takers, clawback, buy-out awards, +1 more
5 terms
conditional awards financial
"granted conditional awards to employees and former employees"
Material Risk Takers regulatory
"Group and local Material Risk Takers may be subject to longer vesting periods"
clawback regulatory
"Clawback applies to the Plan Awards in line with the Company’s regulatory obligations"
A clawback is a contractual or legal right to recover money that was already paid out—often executive bonuses, incentives, or erroneous payments—when certain conditions change, such as fraud, accounting mistakes, or failure to meet performance targets. It matters to investors because clawbacks protect shareholder value by discouraging risky or misleading behavior, can affect future cash flow and executive incentives, and signal stronger governance, much like a store recalling a refund after discovering it was issued in error.
buy-out awards financial
"Buy-out awards are subject to clawback where the forfeited award"
Variable Pay financial
"Performance targets instead attach to the initial award of the Variable Pay"
FAQ
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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 November
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
The following is the text of an announcement released to The Stock
Exchange of Hong Kong Limited on 5 November 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:
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.
5
November 2026
(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 4 November 2026, HSBC Holdings plc (the
“Company”) granted conditional awards
(“Awards”) to employees and former employees to
subscribe for a total of 336,726 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:
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Grants to other
grantees:
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Category
of grantee
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Employees
and former employees
|
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Number
of shares under Awards
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336,726
|
|
Closing
market price of the ordinary shares on the London Stock Exchange on
the date of grant
|
GBP 13.182
|
|
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 five years, as required under the relevant
remuneration regulations. Awards may be subject to a 12-month
retention period following
vesting.
Immediately
vested share awards may be subject to a 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 12-months, during which time the shares cannot be
sold.
The
vesting period for retention awards will align to the completion of
the relevant project for which the Award was granted.
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 other 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 the 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 1,111,855,862.
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 355,401,930.
|
For
and on behalf of
HSBC Holdings plc
Angela
McEntee
Group
Company Secretary
The Board of Directors of HSBC Holdings plc as at
the date of this announcement comprises: Brendan Robert Nelson*,
Georges Bahjat Elhedery, Geraldine Joyce
Buckingham†, Wei Sun Christianson†,
Rachel Duan†, Dame Carolyn Julie Fairbairn†, James Anthony Forese†, Steven Craig Guggenheimer†, Manveen (Pam) Kaur, Dr José Antonio Meade
Kuribreña†, Richard Henry Meddings†, Kalpana Jaisingh Morparia†, Eileen K Murray†, Elizabeth Alison Platt† and Swee Lian Teo†.
*
Independent non-executive 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:
Angela McEntee
|
|
|
Title:
Group Company Secretary
|
|
|
|
|
|
Date:
05 November 2026
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