HSBC (NYSE: HSBC) grants dividend equivalent rights to controller

Rhea-AI Filing Summary

Bingham Jonathan reported acquisition or exercise transactions in this Form 4 filing.

HSBC Holdings plc reported that Global Financial Controller Jonathan Bingham received a grant of 792 Dividend Equivalent Rights on March 20, 2026. These rights are tied to a prior conditional share award granted on March 9, 2026 and accrue when dividends are paid on HSBC ordinary shares.

Each right represents the economic equivalent of one ordinary share of US$0.50 par value. According to the terms, the rights may be settled in cash at the election of HSBC’s board and will be settled as soon as practicable after the related conditional award vests. This is a compensation-related award, not an open‑market share purchase or sale.

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

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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^*

Bingham Jonathan

(Last) (First) (Middle)

8 CANADA SQUARE

(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)
03/20/2026

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	(1)	03/20/2026		A		792		(1)	(1)	Ordinary shares of US$0.50	792	(1)	792	D

Explanation of Responses:

1. Divided equivalent rights (DERs) accrued on Mr. Binghams 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 vesting of the conditional award.

Remarks:

	/s/ Lee Thomas Davis as attorney-in-fact for Bingham Jonathan	03/24/2026
	** 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 did HSBC (HSBC) disclose about Jonathan Bingham’s recent award?

HSBC disclosed that Global Financial Controller Jonathan Bingham received 792 Dividend Equivalent Rights on March 20, 2026. These compensation-related instruments track dividends on a prior conditional share award and do not represent an open-market purchase or sale of HSBC ordinary shares.

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

Dividend Equivalent Rights are instruments that give the holder the economic equivalent of one ordinary share for each right. For Bingham, 792 rights accrue as HSBC pays dividends on ordinary shares and may be settled in cash after the underlying conditional award vests.

How many Dividend Equivalent Rights did HSBC’s Global Financial Controller receive?

Jonathan Bingham received 792 Dividend Equivalent Rights, with 792 rights outstanding after the transaction. Each right corresponds economically to one HSBC ordinary share of US$0.50 par value and is linked to a conditional share award granted on March 9, 2026.

Does the HSBC (HSBC) Form 4 show any open-market share purchases or sales?

The Form 4 shows no open-market purchases or sales. Instead, it reports a grant of 792 Dividend Equivalent Rights to Jonathan Bingham as part of equity-based compensation tied to a pre-existing conditional share award, not a discretionary market trade.

When will Jonathan Bingham’s Dividend Equivalent Rights at HSBC be settled?

The Dividend Equivalent Rights will be settled after the related conditional award vests. The disclosure notes they will be settled as soon as practicable following vesting and may be paid in cash at the election of HSBC Holdings plc’s board of directors.