HSBC Holdings plc Prices $4.25 Billion Dual-Tranche Senior Unsecured Notes Offering

Offering Overview

HSBC Holdings plc filed a Form 424B5 prospectus supplement covering a public offering of $4,250,000,000 aggregate principal amount of fixed rate/floating rate senior unsecured notes across two tranches:

1. $1,750,000,000 5.819% Fixed Rate/Floating Rate Senior Unsecured Notes due 2032

   • Maturity Date: November 3, 2032
   • Fixed Rate Period: 5.819% per annum payable semi-annually until November 3, 2031
   • Floating Rate Period: Compounded SOFR + 1.310% per annum payable quarterly from November 3, 2031 to maturity
   • Public Offering Price: 100.000%
   • Underwriting Discount: 0.300% ($5,250,000)
   • Net Proceeds (before expenses): $1,744,750,000

2. $2,500,000,000 6.262% Fixed Rate/Floating Rate Senior Unsecured Notes due 2037

   • Maturity Date: November 3, 2037
   • Fixed Rate Period: 6.262% per annum payable semi-annually until November 3, 2036
   • Floating Rate Period: Compounded SOFR + 1.660% per annum payable quarterly from November 3, 2036 to maturity
   • Public Offering Price: 100.000%
   • Underwriting Discount: 0.400% ($10,000,000)
   • Net Proceeds (before expenses): $2,490,000,000

Key Terms & Structure

• Issue Date: Expected November 3, 2026.
• Redemption: Optional make-whole redemption during specified windows, par redemption at the end of the fixed rate period (November 3, 2031 for the 2032 Notes; November 3, 2036 for the 2037 Notes), and redemption upon certain tax or loss absorption disqualification events.
• Resolution Powers: Notes are subject to UK bail-in powers by the relevant UK resolution authority.
• Listing: Application will be made to list both tranches on the New York Stock Exchange.