HSBC Holdings PLC
Indicative
Full Lot
Indicative price as of 06 Nov 2026, 4:03pm
Ask Yield to Worst
Bid Yield to Worst
Ask Yield to Maturity
Bid Yield to Maturity
Bond Issuer
HSBC Holdings PLC
Guarantor
-
Announcement Date
05 Nov 2026
Issue Date
13 Nov 2026
Maturity Date
Perpetual
Years to Maturity / Next Call
Perpetual / 5.014
Modified Duration
3.956 @ 06 Nov 2026
Issue / Reoffer Price
100.000
Issue / Reoffer Yield
7.625
Coupon Type
Variable
Annual Coupon Rate
7.625
Coupon Frequency
Semi Annually
Seniority
Junior Subordinated
Capital Structure
Additional Tier 1
Reference Rate
Reset Date: 13 May 2032 and every 5 years thereafter.
Reset Rate: UST 5 years+ Initial Margin (3.004%)
ISIN
US404280FV60
CUSIP
404280FV6
Bond Currency
USD
Total Issue Size
1,500,000,000
Min. Investment Quantity (Nominal)
USD 200,000
Incremental Quantity (Nominal)
USD 1,000
Bond Type
Corporate
Bond Sector
Financials
Bond Sub Sector
Banks
Issuer Credit Rating (S&P/ Fitch)
***/ A+
Bond Credit Rating (S&P/ Fitch)
***/ N.R
Shariah Compliant
No
Exchange Listed
No
Bail-in
Agreement with Respect to the Exercise of UK Bail-in Power:
By its acquisition of the Securities, each securityholder (which, for these purposes, includes each beneficial owner) will acknowledge, accept, consent and agree, notwithstanding any other term of the Securities, the Indenture or any other agreements, arrangements or understandings between us and any securityholder, to be bound by (a) the effect of the exercise of any UK bail-in power (as defined under “Description of the Securities—Agreement with Respect to the Exercise of UK Bail-in Power”) by the relevant UK resolution authority (as defined under “Description of the Securities—Agreement with Respect to the Exercise of UK Bail-in Power”); and (b) the variation of the terms of the Securities or the Indenture, if necessary, to give effect to the exercise of any UK bail-in power by the relevant UK resolution authority. No repayment or payment of Amounts Due will become due and payable or be paid after the exercise of any UK bail-in power by the relevant UK resolution authority if and to the extent such amounts have been reduced, converted, cancelled, amended or altered as a result of such exercise. For these purposes, “Amounts Due” are the principal amount of, and any accrued and unpaid interest, including any Additional Amounts (as defined under “Description of Contingent Capital Securities—Additional Amounts” in the accompanying prospectus), on, the Securities. References to such amounts will include amounts that have become due and payable, but which have not been paid, prior to the exercise of any UK bail-in power by the relevant UK resolution authority.
Automatic Conversion Upon Capital Adequacy Trigger Event
If a Capital Adequacy Trigger Event occurs, then an Automatic Conversion will occur without delay (but no later than one month following the date on which it is determined such Capital Adequacy Trigger Event has occurred), as described under “—Automatic Conversion Upon Capital Adequacy Trigger Event—Procedure.” An “Automatic Conversion” is the irrevocable and automatic release of all of our obligations under the Securities in consideration of our issuance of the Conversion Shares to the Conversion Shares Depository on behalf of the securityholders (or to the relevant recipient in accordance with the terms of the Securities) on the date on which the Automatic Conversion will take place, or has taken place, as applicable (such date, the “Conversion Date”), in accordance with the terms of the Securities and the Indenture, and under no circumstances will such released obligations be reinstated.
A “Capital Adequacy Trigger Event” will occur if at any time the CET1 Ratio is less than 7.0%. Whether a Capital Adequacy Trigger Event has occurred at any time will be determined by us, the Relevant Regulator or any agent of the Relevant Regulator appointed for such purpose by the Relevant Regulator.
Conversion Price: USD [TBD] per Conversion Share (equivalent to GBP2.70 based on an exchange rate of GBP/USD [TBD]), subject to certain limited anti-dilution adjustments
Conversion Shares Offer: Following a Capital Adequacy Trigger Event, the Issuer may elect to offer some or all of the Conversion Shares to some or all of its ordinary shareholders at a price of GBP2.70 per Conversion Share (“Conversion Shares Offer Price”), subject to certain limited anti-dilution adjustments Additional Tier 1
Interest on the Securities will be due and payable on an interest payment date only to the extent it is not cancelled or deemed to have been cancelled (in each case, in whole or in part) in accordance with the provisions described below. Any interest cancelled or deemed to have been cancelled (in each case, in whole or in part) will not be due and will not accumulate or be payable at any time thereafter, and the securityholders will have no rights thereto or to receive any additional interest or compensation as a result of such cancellation or deemed cancellation. For the avoidance of doubt, any interest payments that have been cancelled or deemed to have been cancelled will not be payable if the Securities are redeemed as described under “—Redemption.”
Discretionary Interest Payments
We will have sole and absolute discretion at all times and for any reason to cancel (in whole or in part) any interest payment that would otherwise be payable on any interest payment date (the “Discretionary Interest Payment Right”). For the avoidance of doubt, references to “interest payment date” in, for the purposes of, and in connection with the provisions appearing under “Description of the Securities—Interest—Interest Cancellation” shall include any date fixed for redemption of the Securities, in respect of any interest payment that may be payable on such date.
Restrictions on Interest Payments
Without prejudice to the Discretionary Interest Payment Right or the prohibition contained in Rule 4.3(2) of Chapter 4 on the making of payments on the Securities before the Maximum Distributable Amount has been calculated, subject to the extent permitted in the following paragraph in respect of partial interest payments in respect of the Securities, we will not make an interest payment on any interest payment date (and such interest payment will therefore be deemed to have been cancelled and thus will not be due and payable on such interest payment date) if:
(a) the amount of Relevant Distributions exceeds the amount of Distributable Items as of such interest payment date;
(b) the aggregate of (x) the interest amount payable in respect of the Securities and (y) the amounts of any distributions of the kind referred to in Rule 4.3(2) of Chapter 4 (or any succeeding provision amending or replacing such rule) exceeds the Maximum Distributable Amount (if any) applicable to us as of such interest payment date;
(c) the Solvency Condition (as described under “—Subordination”) is not satisfied in respect of such interest payment; or
(d) the Relevant Regulator orders us to cancel (in whole or in part) the interest otherwise payable on such interest payment date.
We may, in our sole discretion, elect to make a partial interest payment on the Securities on any interest payment date, only to the extent that such partial interest payment may be made without breaching the restrictions in the preceding paragraph. For the avoidance of doubt, the portion of interest not paid on the relevant interest payment date will be deemed to have been cancelled and thus will not be due and payable on such interest payment date.
The Securities may be redeemed in whole (but not in part) at our option in our sole discretion on any business day during any Optional Redemption Period (an “Optional Redemption Date” and such redemption, an “Optional Redemption”), at a redemption price equal to 100% of the principal amount plus any accrued and unpaid interest to (but excluding) the date of redemption (which interest will exclude any interest that is cancelled or deemed to have been cancelled as described under “—Interest—Interest Cancellation”).
“Optional Redemption Period” means the period commencing on the date falling six calendar months prior to a Reset Date and ending on such Reset Date (both dates inclusive).
Reset Date: May 13, 2032 and each fifth anniversary date thereafter
We may redeem the Securities in whole (but not in part) at our option in our sole discretion upon the occurrence of a Tax Event or a Capital Disqualification Event (each, a “Special Event”), at a redemption price equal to 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the date of redemption (which interest will exclude any interest that is cancelled or deemed to have been cancelled as described under “—Interest—Interest Cancellation”). Any redemption will be subject to the conditions described under “—Redemption—Redemption or Purchase Conditions.”
A “Capital Disqualification Event” will be deemed to have occurred if we determine, at any time after the Issue Date, that there is a change in the regulatory classification of the Securities that results or will result in either their (i) exclusion in whole or in part from the HSBC Group’s regulatory capital (other than as a consequence of an Automatic Conversion); or (ii) reclassification in whole or in part as a form of the HSBC Group’s regulatory capital that is lower than additional Tier 1 capital.
Cash Flow Information