FWP 1 hsbc-fwp2032.htm FWP Document
Filed pursuant to rule 433
Registration No. 333-277306
October 29, 2026
HSBCHoldingsplc
$1,750,000,000 5.819%FixedRate/FloatingRateSeniorUnsecuredNotesdue2032(the“Notes”)
PricingTermSheet:
Issuer:
HSBCHoldingsplc(“HSBCHoldings”)
Sole Book-Running Manager:
HSBC Securities (USA) Inc. (“HSI”)
Co-Managers:
Barclays Capital Inc.
Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
Morgan Stanley & Co. LLC
UBS Securities LLC
Wells Fargo Securities LLC
Erste Group Bank AG
Intesa Sanpaolo IMI Securities Corp.
La Banque Postale
Natixis Securities Americas LLC
Rabo Securities USA, Inc.
RBC Capital Markets, LLC
Scotia Capital (USA) Inc.
SEB Securities, Inc.
Banco de Sabadell, S.A.
Caixa – Banco de Investimento, S.A.
Kutxabank, S.A.
Unicaja Banco, S.A.
American Veterans Group, PBC
Apto Partners, LLC
Bridgeway Securities Corp
Cabrera Capital Markets LLC
Drexel Hamilton, LLC
Great Pacific Securities
Loop Capital Markets LLC
MFR Securities, Inc.
Mischler Financial Group, Inc.
Penserra Securities LLC
Roberts & Ryan, Inc.
Stern Brothers & Co.
Telsey Advisory Group LLC
Structure:
FixedRate/FloatingRateSeniorUnsecuredNotes
IssuerRatings:*
A3(positive)(Moody’s)/A-(positive)(S&P)/A+(stable)(Fitch)
ExpectedIssueRatings:*
A3(Moody’s)/A-(S&P)/A+(Fitch)
PricingDate:
October 29, 2026
SettlementDate:
November 3,2026(T+3)(the“IssueDate”)
MaturityDate:
November 3,2032
FormofOffering:
SECRegisteredGlobal
Transaction Details:
Principal Amount:
$1,750,000,000
Fixed Rate Coupon:
5.819%perannum(the“InitialInterestRate”),duringtheFixed Rate Period (as defined below)
Fixed Rate Benchmark Treasury:
UST 5.000%due September 30, 2031
Fixed Rate Treasury Yield:
4.769%
FixedRateTreasuryPrice:
101-00
FixedRateRe-offerSpread:
UST+ 105basispoints
FloatingRatePricingBenchmark:
CompoundedDailySOFR(calculatedasdescribedunder “Description of the Notes—Interest” in the Preliminary Prospectus Supplement), subject to the Benchmark Transition Provisions
Floating Rate Coupon:
SOFR (as determined on the applicable Interest Determination Date (as defined below)), plus 1.310% per annum (the “Margin”), during the Floating Rate Period (as defined below), subject to the Benchmark Transition Provisions
FixedRateRe-offerYield:
5.819%
IssuePrice:
100.000%
GrossFees:
0.300%
NetPrice:
99.700%
NetProceedstoIssuer:
$1,744,750,000
ParRedemptionDate:
November 3,2031
InterestPayFrequency:
Semi-annually,in relation totheFixedRatePeriod(asdefinedbelow); quarterly,duringtheFloatingRatePeriod(asdefinedbelow).
InterestPaymentDates:
From(andincluding)theIssueDateto(butexcluding) November 3, 2031 (the “Fixed Rate Period”), interest on the Notes will be payable semi-annually in arrear on May 3 and November 3 of each year, beginning on May 3, 2027 (each, a “Fixed Rate Period Interest Payment Date”).
From (and including) November 3, 2031 to (but excluding) the MaturityDate(the“FloatingRatePeriod”),interestontheNotes will be payable quarterly in arrear on February 3, 2032, May 3, 2032, August 3, 2032 and November 3, 2032 (each,a“Floating RatePeriodInterestPaymentDate”and,togetherwiththeFixed Rate Period Interest Payment Dates, the “Interest Payment Dates”).
FloatingRateInterestPeriod:
DuringtheFloatingRatePeriod,theperiodbeginningon(and including) a Floating Rate Period Interest Payment Date and ending on (but excluding) the next succeeding Floating Rate Period Interest Payment Date (each, a “Floating Rate Interest Period”);providedthatthefirstFloatingRateInterestPeriodwill begin on November 3, 2031 and will end on (but exclude) the first Floating Rate Period Interest Payment Date.
InterestDeterminationDates:
The thirdbusiness daypreceding the applicableInterest Payment Date(each,an“InterestDeterminationDate”).
The term “business day” means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchangeandforeigncurrencydeposits)inLondon,Englandand in New York City, United States.
Optional Redemption:
HSBC Holdings may, in its sole discretion, redeem the Notes duringtheMake-WholeRedemptionPeriod(asdefinedbelow), in whole at any time during such period or in part from time to time during such period, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i) 100% of their principal amount; and (ii) as determined by the DeterminationAgent, the sumofthepresentvaluesof(a)theprincipalamountoftheNotes toberedeemed(discountedfromtheParRedemptionDate)and (b) the remaining payments of interest to be made on any scheduled Interest Payment Date to (and including) the Par Redemption Date for the Notes to be redeemed, discounted to theapplicableredemptiondateonasemi-annualbasis(assuming a 360-day year consisting of twelve 30-day months) at the Reference Treasury Rate plus 20 basis points less an amount equal to any accrued and unpaid interest to (but excluding) the applicableredemptiondate,ifany,ontheprincipalamountofthe Notestoberedeemed,ineachcase,plusanyaccruedandunpaid interest on the Notes to be redeemed to (but excluding) the applicable redemption date.
Following the Make-Whole Redemption Period, HSBC Holdingsmay,initssolediscretion,redeemtheNotesonthePar Redemption Date, in whole but not in part, at 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the Par Redemption Date.
The “Make-Whole Redemption Period” means the period beginning on (and including) May 3, 2027 (six months following the Issue Date) to (but excluding) the Par Redemption Date; providedthatifanyadditionalnotesofthesameseriesareissued after the Issue Date, the Make-Whole Redemption Period for suchadditionalnotesshallbeginon(andinclude)thedatethatis six months following the issue date for such additional notes.
TheNotesarenotredeemableattheoptionofthenoteholdersat any time.
RedemptionuponLossAbsorption Disqualification Event:
Following theoccurrence of aLossAbsorptionDisqualification Event (as defined below), HSBC Holdings may, in its sole discretion, redeem the Notes in whole, but not in part (such optiontoredeembeingreferredtohereinasa“LossAbsorption Disqualification Event Redemption Option”), at a redemption price equal to 100% of theirprincipal amount, plus any accrued andunpaidinterestto(butexcluding)theapplicableredemption date.
A“LossAbsorption Disqualification Event” shall be deemed to haveoccurrediftheNotesbecomefullyorpartiallyineligibleto count towards HSBC Holdings’ and/or the HSBC Group’s minimumrequirementsfor(A)ownfundsandeligibleliabilities and/or(B)lossabsorbingcapacity,ineachcaseasdeterminedin accordance with and pursuant to the relevant Loss Absorption Regulations (as defined below) applicable to HSBC Holdings and/or the HSBC Group, as a result of any:
(a)Loss Absorption Regulation becoming effective after the Issue Date; or
(b)amendment to, or change in, any Loss Absorption Regulation, or any change in theapplication orofficial interpretation of any Loss Absorption Regulation, in any such case becoming effective on or after the Issue Date,
provided, however, that a Loss Absorption Disqualification EventshallnotoccurwheretheexclusionoftheNotesfromthe relevant minimum requirement(s) is due to the remaining maturity of the Notes being less than any period prescribed by any applicable eligibility criteria for such minimum requirement(s) under the relevant LossAbsorption Regulations effective with respect to HSBC Holdings and/or the HSBC Group on the Issue Date.
“Loss Absorption Regulations” means, at any time, the laws, regulations, requirements, guidelines, rules and policiesfromtimetotimerelatingtominimumrequirementsfor ownfundsandeligibleliabilitiesand/orlossabsorbingcapacity ineffectintheUKandapplicabletoHSBCHoldingsfromtime to time, including, without limitation to the generality of the foregoing, the BankingAct (whether or not such laws, regulations, requirements, guidelines, rules or policies are applied generally or specificallytoHSBCHoldingsortoHSBCHoldingsandanyof itsholdingorsubsidiarycompaniesoranysubsidiaryofanysuch holding company), in each case as amended, supplemented or replaced from time to time.
TaxEventRedemption:
HSBCHoldingsmayredeemtheNotesinwhole(butnotinpart) in its sole discretion upon the occurrence of certain tax events. The redemption price will be equal to 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the date of redemption.
RedemptionorPurchaseConditions:
AnyredemptionorpurchaseoftheNotesissubject,where applicable, to the regulatory consent described under “DescriptionoftheNotes—Redemption”and“Descriptionofthe Notes—Purchases” in the Preliminary Prospectus Supplement.
Any redemption of the Notes is subject to HSBC Holdings’ giving prior notice to the noteholders as described under “Description of the Notes—Redemption” in the Preliminary Prospectus Supplement.
EventsofDefaultandDefaults:
Thenoteholderswillnothavetherighttorequestthetrusteeto declare the principal amount and accrued but unpaid payments with respect to the Notes to be due and payable or to accelerate theNotesinthecaseofnon-paymentofprincipaland/orinterest on the Notes. Payment of the principal amount, together with accrued and unpaid payments with respect to the outstanding Notes,maybeacceleratedonlyuponcertaineventsofawinding up.
An “Event of Default” with respect to the Notes means any one of the following events:
(i)anorderismadebyanEnglishcourtwhichisnotsuccessfully appealed within 30 days after the date such order was madefor HSBC Holdings’ winding up other than in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency; or
(ii)aneffectiveresolutionisvalidlyadoptedbyHSBCHoldings’ shareholders for its winding up other than in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency.
In addition to Events of Default, the Indenture also will provide separately for “Defaults.” A Default with respect to the Notes means any one of the following events:
(i)failure to pay principal or premium, if any, on the Notes at maturity, and such default continues for a period of 30 days; or
(ii)failure to pay any interest on the Notes when due and payable, which failure continues for 30 days.
If a Default occurs, the trustee may institute proceedings in England (but not elsewhere) for HSBC Holdings’ winding up; provided that the trustee may not, upon the occurrence of a Default,acceleratethematurityofanyoutstandingNotes,unless an Event of Default has occurred and is continuing.
Notwithstanding the foregoing, failure to make any payment in respectoftheNoteswillnotbeaDefaultinrespectoftheNotes if such payment is withheld or refused:
(i)inordertocomplywithanyfiscalorotherlaworregulation or with the order of any court of competent jurisdiction, in each case applicable to such payment; or
(ii)incaseofdoubtastothevalidityorapplicabilityofanysuch law,regulationororder,inaccordancewithadvicegivenas to such validity or applicability at any time during the said grace period of 30 days by independent legal advisers acceptable to the trustee;
provided, however, that the trustee may, by notice to HSBC Holdings,requireHSBCHoldingstotakesuchaction(including but not limited to proceedings for a declaration by a court of competent jurisdiction) as the trustee may be advised in an opinion of counsel, upon which opinion the trustee may conclusively rely, is appropriate and reasonable in the circumstances to resolve such doubt, in which case HSBC Holdings will forthwith take and expeditiously proceed with suchactionandwillbeboundbyanyfinalresolutionofthedoubt resulting therefrom. If any such resolution determines that the relevant payment can be made without violating any applicable law,regulationororderthentheprecedingsentencewillceaseto haveeffectandthepaymentwillbecomedueandpayableonthe expirationoftherelevantgraceperiodof30daysafterthetrustee gives written notice to HSBC Holdings informing it of such resolution.
Notwithstanding any other provision of the Indenture or the Notes, the right of any noteholder to receive payment of the principal of, or interest on, the Notes on or after the due dates thereof and to institute suit for the enforcement of any such payment on or after such respective dates, will not be impaired or affected without the consent of such noteholder.
AgreementwithRespecttotheExercise of UK Bail-in Power:
TheprovisionsinthePreliminaryProspectusSupplementinthe section “Description of the Notes—Agreement with Respect to the Exercise of UK Bail-in Power” are applicable.
No EEA PRIIPs KID or UK DISC Disclosure Document:
No EEA PRIIPs key information document (KID) or UK DISC disclosure document has been prepared as not available to retail in EEA or in the UK.
Governing Law:
TheIndentureandtheNoteswillbegovernedby,andconstrued in accordance with, the laws of the State of New York, except that the waiver of set-off provisions of the Indenture and the Noteswillbegovernedby,andconstruedinaccordancewith,the laws of England and Wales.
DayCountConvention:
30/360(following,unadjusted)duringtheFixedRatePeriod; actual/360 (modified following, adjusted) during the Floating Rate Period.
Minimum Denomination:
$200,000andintegralmultiplesof$1,000inexcessthereof.
Listing:
Application will be made to list the Notes on the NYSE.
Documentation:
Preliminaryprospectussupplementdated October 29,2026(the “Preliminary Prospectus Supplement”) incorporating the ProspectusdatedFebruary23,2024relatingtotheNotes.Ifthere is any discrepancy or contradiction between this Pricing Term Sheet and the Preliminary Prospectus Supplement, this Pricing Term Sheet shall prevail.
PayingAgent:
HSBCBankUSA,NationalAssociation.
CalculationAgent:
HSBCBankUSA,NationalAssociation.
Trustee:
TheBankofNewYorkMellon,LondonBranch.
CUSIP:
404280FW4
ISIN:
US404280FW44
Recent Developments:
On October 29, 2026, HSBC Holdings issued a notice of redemption for the $2,250,000,000 7.390% Fixed Rate/Floating Rate Senior Unsecured Notes due 2028, of which $1,276,632,000 principal amount remains outstanding, which are expected to be redeemed on November 9, 2026.
Unless otherwise defined herein, all capitalized terms have the meaning set forth in the Preliminary Prospectus Supplement.
*Asecurityratingisnotarecommendationtobuy,sellorholdsecuritiesandmaybesubjecttorevision or withdrawal at any time by the assigning rating organization. Each rating should be evaluated independently of any other rating.
HSBCHoldingshasfiledaregistrationstatement(includingaprospectus)withtheSECfortheoffering towhichthiscommunicationrelates.Beforeyouinvest,youshouldreadtheprospectusintheregistration statement and other documents HSBC Holdings has filed with the SEC for more complete information about HSBC Holdings and this offering.You may get these documents for freeby visiting EDGAR on the SEC website at www.sec.gov.Alternatively, HSBC Holdings or HSI will arrange to send you the prospectus if you request it by calling toll-free 1-866-811-8049.
ItisexpectedthatdeliveryoftheNoteswillbemadetoinvestorsonorabout November 3,2026,which will be the third business day following the date of the Preliminary Prospectus Supplement (such settlement being referred to as “T+3”). Under Rule 15c6-1 under the Securities ExchangeAct of 1934, trades in the secondarymarket are required to settle in one business day, unless the parties to any such trade expressly agree otherwise.Accordingly, purchasers who wish to trade Notes prior to one business daybeforedelivery willberequired,byvirtueofthefactthattheNotes initiallysettleinT+3,tospecify analternatesettlementarrangementatthetimeofanysuchtradetopreventafailedsettlement.Purchasers of the Notes who wish to trade the Notes prior to one business day before delivery should consult their advisors.
Hong Kong SFC Code of Conduct (Para 21 – Bookbuilding and Placing) – In the context of this offering of the Notes, certain of the underwriters and other intermediaries are “capital market intermediaries” (“CMIs”)
subject to Paragraph 21 of the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission (the “SFC Code”).
Associated Orders and Proprietary Orders: Prospective investors who are the directors, employees or majorshareholdersoftheIssuer,aCMIoranyofitsgroupcompanieswillbeconsideredundertheSFC Code as having an association with the Issuer, the relevant CMI or the relevant group company. Prospective investors associated with the Issuer or any CMI (including any of its group companies) shouldspecificallydisclosewhethertheyhaveanysuchassociationtoaCMIandtheunderwriters(and such CMI and the underwriters may be required to pass such information to the Issuer and certain other CMIs) when placing an order for the Notes and should disclose, at the same time, if such orders may negatively impact the price discovery process in relation to this offering. Prospective investors who do not disclose their associations are hereby deemed not to be so associated. Where prospective investors disclosesuchassociationsbutdonotdisclosethatsuchordermaynegativelyimpactthepricediscovery process in relation to this offering, such order is hereby deemed not to negatively impact the price discovery process in relation to this offering.
If a prospective investor is an asset management arm affiliated with any underwriter, such prospective investor should indicate when placing an order if it is for a fund or portfolio where the relevantunderwriter or itsgroupcompanyhasmorethan50%interest,inwhichcaseitwillbeclassifiedasa“proprietaryorder” and subject to appropriate handling by CMIs in accordance with the SFC Code and should disclose, at thesametime,ifsuch“proprietaryorder”maynegativelyimpactthepricediscoveryprocessinrelation to this offering. Prospective investors who do not indicate this information when placing an order are hereby deemed to confirm that their order is not a “proprietary order”. If a prospective investor is otherwise affiliated with any underwriter, such that its order may be considered to be a “proprietary order”(pursuanttotheSFCCode),suchprospectiveinvestorshouldindicatetotherelevantunderwriter when placing such order. Prospective investors who do not indicate this information when placing an order are hereby deemed to confirm that their order is not a “proprietary order”. Where prospective investors disclose such information but do not disclose that such “proprietary order” may negatively impactthepricediscoveryprocessinrelationtothisoffering,such“proprietaryorder”isherebydeemed not to negatively impact the price discovery process in relation to this offering.
Order Book Transparency: Prospective investors should ensure, and by placing an order prospective investors are deemed to confirm, that orders placed are bona fide, are not inflated and do not constitute duplicated orders (i.e. two or more corresponding or identical orders placed via two or more CMIs). In addition, any other CMIs (including private banks) submitting orders with the underwriters should disclosetheidentitiesofallinvestorswhensubmittingordersfortheNoteswiththeunderwriters.When placing an order for the Notes, private banks should disclose, at the same time, if such order is placed other than on a “principal” basis (whereby it is deploying its own balance sheet for onward selling to investors).Privatebankswhodonotprovidesuchdisclosureareherebydeemedtobeplacingtheirorder onsucha“principal”basis.Otherwise,suchordermaybeconsideredtobeanomnibusorder(seefurther below) pursuant to the SFC Code. Private banks should be aware that placing an order on a “principal” basismayrequiretherelevantunderwriter(s)(ifany)tocategoriseitasaproprietaryorderandapplythe “proprietary orders” requirements of the SFC Code to such order.
In the case of omnibus orders placed with the underwriters, CMIs (including private banks) that are subject to the SFC Code should disclose underlying investor information (name, unique identification number, whether the underlying investor has any associations (as used in the SFC Code), whether any underlyinginvestorisaproprietaryorderandwhetheranyunderlyinginvestororderisaduplicateorder) in the format and to the relevant recipients indicated to such CMIs (including private banks) by the underwriters at the relevant time. Failure to provide such information may result in that order being rejected.Insharingsuchunderlyinginvestor
information,whichmaybepersonaland/orconfidentialin nature, you (i) should take appropriate steps to safeguard the transmission of such information; (ii) are deemed to have obtained the necessary consents to disclose such information; and (iii) are deemed to haveauthorisedthecollection,disclosure,useandtransferofsuchinformationbytheunderwriters,other CMIs and/or any other third parties as may be required by the SFC Code. In addition, prospective investorsshouldbeawarethatcertaininformationmaybedisclosedbytheunderwritersandotherCMIs (includingprivatebanks)whichispersonaland/or confidentialinnaturetotheprospectiveinvestor.By placing an order with the underwriters, prospective investors are deemed to have authorised the collection,disclosure,useandtransferofsuchinformationbytheunderwriterstotheIssuer,certainother CMIs, relevant regulators and/or any other third parties as may be required by the SFC Code, it being understood and agreed that such information shall only be used in connection with this offering.