HSBC (HSBC) controller awarded 88 dividend-equivalent rights tied to shares

Rhea-AI Filing Summary

Palomaki Daniel Scott reported acquisition or exercise transactions in this Form 4 filing.

HSBC Holdings reported a routine compensation-related transaction for Global Financial Controller Daniel Scott Palomaki. He received a grant of 88 Dividend Equivalent Rights (DERs) tied to HSBC ordinary shares, bringing his total DER holdings to 516.

According to the disclosure, these DERs accrued on a conditional award granted on March 9, 2026 and increase when dividends are paid on HSBC ordinary shares. Each DER represents the right to receive the economic equivalent of one ordinary share and may be settled in cash at the board’s election after the underlying award vests.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Palomaki Daniel Scott

Role Global Financial Controller

Type	Security	Shares	Price	Value
Grant/Award	Dividend Equivalent Rights	88	$0.00	--

Holdings After Transaction: Dividend Equivalent Rights — 516 shares (Direct, null)

Footnotes (1)

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Key Figures

Dividend Equivalent Rights granted: 88 DERs Total Dividend Equivalent Rights after transaction: 516 DERs Underlying ordinary shares per DER: 1 share equivalent

3 metrics

Dividend Equivalent Rights granted 88 DERs Grant on 2026-05-22 as compensation award

Total Dividend Equivalent Rights after transaction 516 DERs Holdings following the May 22, 2026 award

Underlying ordinary shares per DER 1 share equivalent Each DER equals economic value of one ordinary share

Key Terms

Dividend Equivalent Rights, conditional award, ordinary shares of US$0.50, vesting

4 terms

Dividend Equivalent Rights financial

"Dividend equivalent rights (DERs) accrued on Mr. Palomaki conditional award granted on March 9, 2026."

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

conditional award financial

"DERs accrued on Mr. Palomaki conditional award granted on March 9, 2026."

A conditional award is a promise to give securities or pay compensation that only becomes real if specified conditions are met, such as performance targets, continued employment, regulatory or shareholder approval, or achievement of milestones. For investors, these awards matter because they can increase the number of shares outstanding and company expenses if the conditions are satisfied, and they reveal how management is being incentivized to reach certain goals—like a gift that only arrives once the recipient clears a set of tasks.

ordinary shares of US$0.50 financial

"underlying security title: Ordinary shares of US$0.50"

vesting financial

"The DERs will be settled as soon as practicable following the vesting of the underlying conditional award."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Palomaki Daniel Scott

(Last) (First) (Middle)

8 CANADA SQUARE, LONDON

(Street)

LONDON E14 5HQ

(City) (State) (Zip)

UNITED KINGDOM

(Country)

2. Issuer Name and Ticker or Trading Symbol
HSBC HOLDINGS PLC [ HSBC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Global Financial Controller

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Dividend Equivalent Rights	$0(1)	05/22/2026		A		88		(1)	(1)	Ordinary shares of US$0.50	88	(1)	516	D

Explanation of Responses:

1. Divided equivalent rights (DERs) accrued on Mr. Palomaki conditional award granted on March 9, 2026. The rights accrue when and as dividends are paid on HSBC Holdings plc ordinary shares. Each DER represents the right to receive the economic equivalent of one ordinary share, and can be settled in cash at the election of the HSBC Holdings plc board of directors. The DERs will be settled as soon as practicable following the vesting of the underlying conditional award.

Remarks:

	/s/ Lee Thomas Davis as attorney-in-fact for Palomaki Daniel Scott	05/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did HSBC (HSBC) report for Daniel Scott Palomaki?

HSBC reported that Global Financial Controller Daniel Scott Palomaki received 88 Dividend Equivalent Rights as a compensation-related award. These rights are tied to a prior conditional award and increase his total DER holdings to 516, reflecting standard equity-linked compensation rather than an open-market share purchase.

What are Dividend Equivalent Rights in the HSBC (HSBC) Form 4 filing?

Dividend Equivalent Rights give the holder the economic value of dividends paid on HSBC ordinary shares without directly owning additional shares. Each DER represents the right to receive the economic equivalent of one ordinary share and is settled after the related conditional award vests, potentially in cash.

How many Dividend Equivalent Rights does Daniel Scott Palomaki hold after this HSBC (HSBC) transaction?

After receiving 88 additional Dividend Equivalent Rights, Daniel Scott Palomaki holds a total of 516 DERs. These rights track dividends on HSBC ordinary shares and will be settled following vesting of the underlying conditional award, according to the company’s Form 4 disclosure footnote.

Is the HSBC (HSBC) insider transaction an open-market buy or a compensation award?

The transaction is a compensation-related award, not an open-market purchase. The Form 4 shows transaction code A, described as a grant or award acquisition, for 88 Dividend Equivalent Rights that accrue on a conditional award and provide economic value linked to HSBC ordinary share dividends.

How and when will HSBC (HSBC) Dividend Equivalent Rights for Daniel Scott Palomaki be settled?

The Dividend Equivalent Rights will be settled as soon as practicable after the underlying conditional award vests. HSBC’s board of directors can choose to settle each DER in cash, delivering the economic equivalent of one ordinary share instead of issuing additional stock directly.