If, on the determination date, the determination closing level of the underlying index is greater than or equal to the initial index level, the Auto-Callable Trigger PLUS will be automatically redeemed for an early redemption payment on the third business day following the determination date. No further payments will be made on the Auto-Callable Trigger PLUS once they have been redeemed.

The Auto-Callable Trigger PLUS will not be redeemed if the determination closing level of the underlying index on the determination date is below its initial index level.

·     If the final index level is greater than the initial index level:

$10 + the leveraged upside payment

·     If the final index level is less than or equal to the initial index level but greater than or equal to the trigger level:

$10

·     If the final index level is less than the trigger level:

$10 x the index performance factor

This amount will be less than the stated principal amount of $10 and will result in a loss of at least 25%, and possibly all, of your investment. All payments on the Auto-Callable Trigger PLUS are subject to the credit risk of HSBC.

Historical Performance of the S&P 500^® Index – Daily Closing Levels 

May 24, 2012 to May 24, 2022 

Tax considerations:

There is no direct legal authority as to the proper tax treatment of each Auto-Callable Trigger PLUS, and therefore significant aspects of the tax treatment of each Auto-Callable Trigger PLUS are uncertain as to both the timing and character of any inclusion in income in respect of each Auto-Callable Trigger PLUS. Under one approach, each Auto-Callable Trigger PLUS could be treated as a pre-paid executory contract with respect to the underlying index. We intend to treat each Auto-Callable Trigger PLUS consistent with this approach. Pursuant to the terms of each Auto-Callable Trigger PLUS, you agree to treat each Auto-Callable Trigger PLUS under this approach for all U.S. federal income tax purposes. Subject to the limitations described therein, and based on certain factual representations received from us, in the opinion of our special U.S. tax counsel, Mayer Brown LLP, it is reasonable to treat each Auto-Callable Trigger PLUS as a pre-paid executory contract with respect to the underlying index. Pursuant to this approach, we do not intend to report any income or gain with respect to each Auto-Callable Trigger PLUS prior to maturity or an earlier sale or exchange, and we intend to treat any gain or loss upon maturity or an earlier sale or exchange as long-term capital gain or loss, provided that you have held the Auto-Callable Trigger PLUS for more than one year at such time for U.S. federal income tax purposes. If a Auto-Callable Trigger PLUS is held by the same United States holder until maturity, that holder’s holding period will generally include the maturity date.

In Notice 2008-2, the Internal Revenue Service (“IRS”) and the Treasury Department requested comments as to whether the purchaser of certain securities (which may include the Auto-Callable Trigger PLUS) should be required to accrue income during its term under a mark-to-market, accrual or other methodology, whether income and gain on such a security or contract should be ordinary or capital and whether foreign holders should be subject to withholding tax on any deemed income accrual. Accordingly, it is possible that regulations or other guidance could provide that a U.S. holder of a Auto-Callable Trigger PLUS is required to accrue income in respect of the Auto-Callable Trigger PLUS prior to the receipt of payments under the Auto-Callable Trigger PLUS or its earlier sale or exchange. Moreover, it is possible that any such regulations or other guidance could treat all income and gain of a U.S. holder in respect of a Auto-Callable Trigger PLUS as ordinary income (including gain on a sale or exchange). Finally, it is possible that a non-U.S. holder (as defined under “U.S. Federal Income Tax Considerations” in the accompanying prospectus supplement) of the Auto-Callable Trigger PLUS could be subject to U.S. withholding tax in respect of a Auto-Callable Trigger PLUS. It is unclear whether any regulations or other guidance would apply to the Auto-Callable Trigger PLUS (possibly on a retroactive basis). Prospective investors are urged to consult with their tax advisors regarding Notice 2008-2 and the possible effect to them of the issuance of regulations or other guidance that affects the U.S. federal income tax treatment of the Auto-Callable Trigger PLUS.

We will not attempt to ascertain whether any of the entities whose stock is included in the underlying index would be treated as a passive foreign investment company (a “PFIC”) or United States real property holding corporation (a “USRPHC”), both as defined for U.S. federal income tax purposes. If one or more of the entities whose stock is included in the underlying index were so treated, certain adverse U.S. federal income tax consequences might apply to a U.S. holder in the case of a PFIC and to a non-U.S. holder in the case of a USRPHC. You should refer to information filed with the SEC and other authorities by the entities whose stock is included in the underlying index and consult your tax advisor regarding the possible consequences to you if one or more of the entities whose stock is included in the underlying index is or becomes a PFIC or a USRPHC.

A “dividend equivalent” payment is treated as a dividend from sources within the United States and such payments generally would be subject to a 30% U.S. withholding tax if paid to a Non-U.S. Holder. Under U.S. Treasury Department regulations, payments (including deemed payments) with respect to equity-linked instruments (“ELIs”) that are “specified ELIs” may be treated as dividend equivalents if such specified ELIs reference an interest in an “underlying security,” which is generally any interest in an entity taxable as a corporation for U.S. federal income tax purposes if a payment with respect to such interest could give rise to a U.S. source dividend. However, IRS guidance provides that withholding on dividend equivalent payments will not apply to specified ELIs that are not delta-one instruments and that are issued before January 1, 2023. Based on the Issuer’s determination that the Auto-Callable Trigger PLUS is not “delta-one” instruments, non-U.S. holders should not be subject to withholding on dividend equivalent payments, if  

any, under a Auto-Callable Trigger PLUS. However, it is possible that the Auto-Callable Trigger PLUS could be treated as deemed reissued for U.S. federal income tax purposes upon the occurrence of certain events affecting the underlying index or the Auto-Callable Trigger PLUS, and following such occurrence the Auto-Callable Trigger PLUS could be treated as subject to withholding on dividend equivalent payments. Non-U.S. holders that enter, or have entered, into other transactions in respect of the underlying index or the Auto-Callable Trigger PLUS should consult their tax advisors as to the application of the dividend equivalent withholding tax in the context of the Auto-Callable Trigger PLUS and their other transactions. If any payments are treated as dividend equivalents subject to withholding, we (or the applicable paying agent) would be entitled to withhold taxes without being required to pay any additional amounts with respect to amounts so withheld.

Under current law, while the matter is not entirely clear, individual non-U.S. holders, and entities whose property is potentially includible in those individuals’ gross estates for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers), should note that, absent an applicable treaty benefit, the Auto-Callable Trigger PLUS is likely to be treated as U.S. situs property, subject to U.S. federal estate tax. These individuals and entities should consult their tax advisors regarding the U.S. federal estate tax consequences of investing in the Auto-Callable Trigger PLUS

For a further discussion of U.S. federal income tax consequences related to each Auto-Callable Trigger PLUS, see the section “U.S. Federal Income Tax Considerations” in the accompanying prospectus supplement.

Pursuant to the terms of a distribution agreement, HSBC Securities (USA) Inc., an affiliate of HSBC, will purchase the Auto-Callable Trigger PLUS from HSBC for distribution to Morgan Stanley Wealth Management. HSBC Securities (USA) Inc. will act as agent for the Auto-Callable Trigger PLUS, will receive a fee of $0.25 per $10 stated principal amount, and will pay Morgan Stanley Wealth Management a fixed sales commission of $0.20 for each Auto-Callable Trigger PLUS they sell. Of the amount per $10 stated principal amount received by HSBC Securities (USA) Inc., acting as agent for HSBC, HSBC Securities (USA) Inc. will pay Morgan Stanley Wealth Management a structuring fee of $0.05 for each Auto-Callable Trigger PLUS.

In addition, HSBC Securities (USA) Inc. or another of its affiliates or agents may use the pricing supplement to which this free writing prospectus relates in market-making transactions after the initial sale of the Auto-Callable Trigger PLUS, but is under no obligation to make a market in the Auto-Callable Trigger PLUS and may discontinue any market-making activities at any time without notice.

We expect that delivery of the Auto-Callable Trigger PLUS will be made against payment for the Auto-Callable Trigger PLUS on or about the original issue date set forth on the cover page of this document, which is more than two business days following the Trade Date. Under Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days, unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Auto-Callable Trigger PLUS more than two business days prior to the original issue date will be required to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement, and should consult their own advisors.

See “Supplemental Plan of Distribution (Conflicts of Interest)” on page S-83 in the prospectus supplement.

If the Auto-Callable Trigger PLUS have become immediately due and payable following an event of default (as defined in the accompanying prospectus) with respect to the Auto-Callable Trigger PLUS, the calculation agent will determine the accelerated payment at maturity due and payable in the same general manner as described in “payment at maturity” in this free writing prospectus. In such a case, the third scheduled trading day for the underlying index immediately preceding the date of acceleration will be used as the valuation date for purposes of determining the accelerated final index level. If a market disruption event exists on that scheduled trading day, then the accelerated valuation date will be postponed for up to five scheduled trading days (in the same general manner used for postponing the originally scheduled valuation date). The accelerated maturity date will be the third business day following such accelerated postponed valuation date.

For more information, see “Description of Debt Securities — Senior Debt Securities — Events of Default” in the accompanying prospectus.

This free writing prospectus relates to an offering of the Auto-Callable Trigger PLUS linked to the underlying index. The purchaser of a Auto-Callable Trigger PLUS will acquire a senior unsecured debt security of HSBC USA Inc. We reserve the right to withdraw, cancel or modify any offering and to reject orders in whole or in part. Although the offering of Auto-Callable Trigger PLUS relates to the underlying index, you should not construe that fact as a recommendation as to the merits of acquiring an investment linked to the underlying index or as to the suitability of an investment in the Auto-Callable Trigger PLUS.

HSBC has filed a registration statement (including a prospectus, a prospectus supplement and Equity Index Underlying Supplement) with the SEC for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus, prospectus supplement and Equity Index Underlying Supplement in that registration statement and other documents HSBC has filed with the SEC for more  

complete information about HSBC and this offering. You may get these documents for free by visiting EDGAR on the SEC’s web site at www.sec.gov. Alternatively, HSBC Securities (USA) Inc. or any dealer participating in this offering will arrange to send you the prospectus, prospectus supplement and Equity Index Underlying Supplement if you request them by calling toll-free 1-866-811-8049.

You should read this document together with the prospectus dated February 23, 2021 , the prospectus supplement dated February 23, 2021 and Equity Index Underlying Supplement dated February 23, 2021 . If the terms of the Auto-Callable Trigger PLUS offered hereby are inconsistent with those described in the accompanying prospectus supplement, prospectus, or Equity Index Underlying Supplement, the terms described in this free writing prospectus shall control. You should carefully consider, among other things, the matters set forth in “Risk Factors” herein, on page S-1 of both the accompanying Equity Index Underlying Supplement and the prospectus supplement, as the Auto-Callable Trigger PLUS involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the Auto-Callable Trigger PLUS. As used herein, references to the “Issuer”, “HSBC”, “we”, “us” and “our” are to HSBC USA Inc.

You may access these documents on the SEC web site at www.sec.gov as follows: 

The Equity Index Underlying Supplement at:

https://www.sec.gov/Archives/edgar/data/83246/000110465921026625/tm217170d5_424b2.htm

The prospectus supplement at: 

https://www.sec.gov/Archives/edgar/data/83246/000110465921026609/tm217170d2_424b2.htm

The prospectus at: 

https://www.sec.gov/Archives/edgar/data/83246/000110465921026585/tm217170d7_424b3.htm