HSBC - 424b prelim prosupp 10.29

Filed Pursuant To Rule 424(b)(2)

Registration No. 333-277306

SUBJECT TO COMPLETION DATED OCTOBER 29, 2026

PRELIMINARY PROSPECTUS SUPPLEMENT

(To prospectus dated February 23, 2024)

HSBC Holdings plc

$ % Fixed Rate/Floating Rate Senior Unsecured Notes due

We are offering $ principal amount of % Fixed Rate/Floating Rate Senior Unsecured Notes due 20 (the “20 Fixed/Floating Rate Notes”), and $ principal amount of % Fixed Rate/Floating Rate Senior

Unsecured Notes due 20 (the “20 Fixed/Floating Rate Notes”). The Notes (as defined below) will be issued pursuant to the indenture dated as of August 26, 2009 (as amended and supplemented from time to time, the

“Base Indenture”), as amended and supplemented by a forty-second supplemental indenture, which is expected to be entered into on November , 2026 (the Base Indenture, together with the forty-second supplemental

indenture, the “Indenture”). The Notes means either the 20 Fixed/Floating Rate Notes or the 20 Fixed/Floating Rate Notes, as applicable.

From (and including) November , 2026 (the “Issue Date”) to (but excluding) , we will pay interest semi-annually in arrear on the 20 Fixed/Floating Rate Notes on and of each year,

beginning on , 2027, at a rate of % per annum. Thereafter, we will pay interest quarterly in arrear on the 20 Fixed/Floating Rate Notes on , , , , , and , at a

floating rate equal to a benchmark rate based on SOFR, calculated in arrear as defined herein and compounding daily over each 20 Fixed/Floating Rate Notes Floating Rate Interest Period, plus % per annum. The 20

Fixed/Floating Rate Notes will mature on , .

From (and including) the Issue Date to (but excluding) , we will pay interest semi-annually in arrear on the 20 Fixed/Floating Rate Notes on and of each year, beginning on , 2027, at a

rate of % per annum. Thereafter, we will pay interest quarterly in arrear on the 20 Fixed/Floating Rate Notes on , , , , , and , at a floating rate equal to a benchmark

rate based on SOFR, calculated in arrear as defined herein and compounding daily over each 20 Fixed/Floating Rate Notes Floating Rate Interest Period, plus % per annum. The 20 Fixed/Floating Rate Notes will

mature on , .

We may, in our sole discretion, redeem the 20 Fixed/Floating Rate Notes (a) during the 20 Fixed/Floating Rate Notes Make-Whole Redemption Period (as defined below), 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) a

make-whole price calculated as set forth under “Description of the Notes––Redemption” (in each case plus any accrued and unpaid interest on the 20 Fixed/Floating Rate Notes to be redeemed to (but excluding) the

applicable redemption date) or (b) following the 20 Fixed/Floating Rate Notes Make-Whole Redemption Period, pursuant to a 20 Fixed/Floating Rate Notes Par Redemption (as defined herein), in whole but not in part, on

, (the “20 Fixed/Floating Rate Notes Par Redemption Date”) at a redemption price equal to 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the 20 Fixed/Floating Rate

Notes Par Redemption Date, in each case on the terms and subject to the provisions set forth under “Description of the Notes––Redemption.” The “20 Fixed/Floating Rate Notes Make-Whole Redemption Period” means

the period beginning on (and including) , 2027 (six months following the Issue Date) to (but excluding) the 20 Fixed/Floating Rate Notes Par Redemption Date; provided that if any additional notes of the same series

are issued after the Issue Date, the 20 Fixed/Floating Rate Notes Make-Whole Redemption Period for such additional notes shall begin on (and include) the date that is six months following the issue date for such

additional notes.

notes.

We may also, in our sole discretion, redeem the Notes upon the occurrence of a Loss Absorption Disqualification Event (as defined herein), on the terms and subject to the provisions set forth under “Description of the

Notes––Redemption.”

We may also, in our sole discretion, redeem the Notes upon the occurrence of certain tax events as described in this prospectus supplement and the accompanying prospectus. Any redemption of the Notes is subject to

The information in this preliminary prospectus supplement is incomplete and may be changed. This preliminary prospectus supplement and the accompanying prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any

jurisdiction where the offer or sale is not permitted.

the conditions described in this prospectus supplement under “Description of the Notes—Redemption.”

By its acquisition of the Notes, each noteholder (which, for these purposes, includes each beneficial owner) will acknowledge, accept, consent and agree, notwithstanding any other term of the Notes, the

Indenture or any other agreements, arrangements or understandings between us and any noteholder, to be bound by (a) the effect of the exercise of any UK bail-in power (as defined herein) by the relevant UK

resolution authority (as defined herein); and (b) the variation of the terms of the Notes 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 but unpaid interest, including any Additional

Amounts, on, the Notes. 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. See “Description of the Notes—Agreement with Respect to the Exercise of UK Bail-in Power.” Moreover, each noteholder (which, for these purposes, includes each beneficial owner) will

consent to the exercise of any UK bail-in power as it may be imposed without any prior notice by the relevant UK resolution authority of its decision to exercise such power with respect to the Notes.

By its acquisition of the Notes, each noteholder (which, for these purposes, includes each beneficial owner) will acknowledge, accept, consent and agree to be bound by our or our designee’s determination

of a Benchmark Transition Event, a Benchmark Replacement Date, the Benchmark Replacement, the Benchmark Replacement Adjustment, and any Benchmark Replacement Conforming Changes, including as

may occur without any prior notice from us and without the need for us to obtain any further consent from such noteholder.

The remedies under the Notes are more limited than those that may be available to some of our other unsubordinated creditors.

There is no right of acceleration in the case of non-payment of principal and/or interest on the Notes or of our failure to perform any of our obligations under or in respect of the Notes. Payment of the principal amount,

together with accrued and unpaid payments with respect to the outstanding Notes, may be accelerated only upon certain events of a winding up, as described under “Description of Debt Securities—Senior Debt Securities—

Defaults and Events of Default” in the accompanying prospectus.

By its acquisition of the Notes, each noteholder (which, for these purposes, includes each beneficial owner), to the extent permitted by the Trust Indenture Act of 1939, as amended, will waive any and all

claims, in law and/or in equity, against The Bank of New York Mellon, London Branch, as trustee, for, agree not to initiate a suit against the trustee in respect of, and agree that the trustee will not be liable for,

any action that the trustee takes, or abstains from taking, in either case in accordance with the exercise of (i) the UK bail-in power by the relevant UK resolution authority with respect to the Notes or (ii) the

limited remedies available under the Indenture and the Notes for a non-payment of principal and/or interest on the Notes.

Application will be made to list the Notes on the New York Stock Exchange. Trading on the New York Stock Exchange is expected to begin within 30 days of the initial delivery of the Notes.

The Notes are not deposit liabilities of HSBC Holdings plc and are not covered by the United Kingdom Financial Services Compensation Scheme or insured by the U.S. Federal Deposit Insurance

Corporation or any other governmental agency of the United Kingdom, the United States or any other jurisdiction.

Investing in the Notes involves certain risks. See “Risk Factors” beginning on page S-23. Unless otherwise defined, terms that are defined in “Description of the Notes” beginning on page S-40 have the same

meaning when used on this cover page.

Neither the Securities and Exchange Commission (the “SEC”) nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus

supplement or the related prospectus. Any representation to the contrary is a criminal offense.


	Per 20 Fixed/ Floating Rate Note	Total	Per 20 Fixed/ Floating Rate Note	Total
Public Offering Price(1) ...........................................................................................................................................	%	$	%	$
Underwriting Discount ...........................................................................................................................................	%	$	%	$
Proceeds to us (before expenses) ............................................................................................................................	%	$	%	$

_________________

(1)Plus accrued interest, if any, from the Issue Date.

We may use this prospectus supplement and the accompanying prospectus in the initial sale of the Notes. In addition, HSBC Securities (USA) Inc. (“HSI”) or another of our affiliates may use this prospectus

supplement and the accompanying prospectus in a market-making transaction in any of the Notes after their initial sale. In connection with any use of this prospectus supplement and the accompanying prospectus by HSI or

another of our affiliates, unless we or our agent informs the purchaser otherwise in the confirmation of sale, you may assume this prospectus supplement and the accompanying prospectus are being used in a market-making

transaction.

The underwriters expect to deliver the Notes to purchasers in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants, including Clearstream Banking S.A. and

Euroclear Bank SA/NV on or about November , 2026.

Sole Book-Running Manager

HSBC

The date of this prospectus supplement is October , 2026.

S-1

Table Of Contents

TABLE OF CONTENTS


Prospectus Supplement		Prospectus
	Page		Page
Certain Definitions and Presentation of Financial and Other Data .............................	S-5	About This Prospectus .....................................	4
Limitations on Enforcement of U.S. Laws Against Us, Our Management and Others ...	S-7	Certain Definitions and Presentation of Financial Information ...................................	4
Cautionary Statement Regarding Forward- Looking Statements ......................................	S-8	Limitation on Enforcement of U.S. Laws against Us, our Management and Others .....	5
Where You Can Find More Information About Us ......................................................	S-9	Cautionary Statement Regarding Forward- Looking Statements ......................................	5
Summary of the Offering .................................	S-11	Where You Can Find More Information About Us ......................................................	5
Risk Factors .....................................................	S-23	HSBC ...............................................................	7
HSBC Holdings plc .........................................	S-36	Risk Factors .....................................................	8
Use of Proceeds ...............................................	S-37	Use of Proceeds ...............................................	9
Consolidated Capitalization and Indebtedness of HSBC Holdings plc .................................	S-38	Consolidated Capitalization and Indebtedness of HSBC Holdings plc .................................	10
Description of the Notes ..................................	S-40	Description of Debt Securities .........................	11
Form, Settlement and Clearance ......................	S-58	Description of Contingent Capital Securities ..	30
Taxation ...........................................................	S-59	Description of Ordinary Shares .......................	42
Certain ERISA Considerations ........................	S-60	Taxation ...........................................................	49
Underwriting (Conflicts of Interest) ................	S-62	Underwriting (Conflicts of Interest) ................	60
Legal Opinions .................................................	S-70	Legal Opinions .................................................	68
Experts .............................................................	S-71	Experts .............................................................	68

S-2

Table Of Contents

We are responsible for the information contained and incorporated by reference in this prospectus

supplement, the accompanying prospectus and in any related free-writing prospectus we prepare or

authorize. We have not authorized anyone to give you any other information, and we take no responsibility

for any other information that others may give you. We are not, and the underwriters are not, making an

offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume

that the information appearing in this prospectus supplement, the accompanying prospectus and in any

related free-writing prospectus we prepare or authorize, as well as information we have previously filed with

the SEC and incorporated by reference, is accurate as of any date other than their respective dates. Our

business, financial condition, results of operations and prospects may have changed since those dates.

The distribution of this prospectus supplement and the accompanying prospectus and the offering of the Notes

in certain jurisdictions may be restricted by law. This prospectus supplement and the accompanying prospectus do

not constitute an offer, or an invitation on our behalf or on behalf of the underwriters or any of them, to subscribe to

or purchase any of the Notes, and may not be used for or in connection with an offer or solicitation by anyone, in

any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to

make such an offer or solicitation.

In connection with the issue of the Notes, HSI as the stabilization manager (or any person acting on

behalf of it) may, to the extent permitted by laws or regulations, over-allot the Notes or effect transactions

with a view to supporting the market price of the Notes at a level higher than that which might otherwise

prevail. However, stabilization may not necessarily occur. Any stabilization action may begin on or after the

date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may

cease at any time, but it must end no later than the earlier of 30 days after the Issue Date and 60 days after

the date of the allotment of the Notes. Any stabilization action or over-allotment must be conducted by HSI as

the relevant stabilization manager (or any person acting on behalf of it) in accordance with all applicable laws

and rules.

You should not invest in the Notes unless you have the knowledge and expertise (either alone or with a financial

adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of the

Notes due to the likelihood of an exercise of the UK bail-in power and the impact this investment will have on your

overall investment portfolio. Prior to making an investment decision, you should consider carefully, in light of your

own financial circumstances and investment objectives, all the information contained in this prospectus supplement

and the accompanying prospectus and incorporated by reference herein and therein.

This document is for distribution only to persons who (i) have professional experience in matters relating to

investments and who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)

Order 2005 (as amended, the “Financial Promotion Order”), (ii) fall within Article 49(2)(a) to (d) (“high net worth

companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) are outside the United

Kingdom (“UK”), or (iv) are persons to whom an invitation or inducement to engage in investment activity (within

the meaning of section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”)) in

connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be

communicated (all such persons together being referred to as “relevant persons”). This document is directed only at

relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or

investment activity to which this document relates is available only to relevant persons and will be engaged in only

with relevant persons.

IMPORTANT—EU PRIIPs REGULATION/PROHIBITION OF SALES TO EEA RETAIL

INVESTORS. The Notes are not intended to be offered, sold or otherwise made available to and should not

be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”).

For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in

point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the

meaning of Directive (EU) 2016/97 (the “IDD”), where that customer would not qualify as a professional

client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document

required by Regulation (EU) No 1286/2014 (as amended, the “EU PRIIPs Regulation”) for offering or selling

the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore

S-3

Table Of Contents

offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be

unlawful under the EU PRIIPs Regulation.

IMPORTANT—PROHIBITION OF SALES TO UK RETAIL INVESTORS. The Notes are not intended

to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or

otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a

person who is not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014

as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended

(the “EUWA”). Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook

(“DISC”) for offering, selling or distributing the Notes or otherwise making them available to retail investors

in the UK has been prepared and therefore offering, selling or distributing the Notes or otherwise making

them available to any retail investor in the UK may be unlawful under DISC and the Consumer Composite

Investments (Designated Activities) Regulations 2024.

Notice to Canadian Investors

No prospectus has been filed with any securities commission or similar regulatory authority in Canada in

connection with the offer and sale of the Notes. No securities commission or similar regulatory authority in Canada

has reviewed or in any way passed upon this prospectus supplement or on the merits of the Notes and any

representation to the contrary is an offense.

The Notes may be offered or sold only to purchasers purchasing, or deemed to be purchasing, as principal

that are accredited investors (as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) or

subsection 73.3(1) of the Securities Act (Ontario)) that are also permitted clients (as defined in National Instrument

31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (“NI 31-103”)) and that are not

a person created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m)

of the definition of “accredited investor.” Any resale of the Notes must be made in accordance with an exemption

from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for

rescission or damages if this prospectus supplement and the accompanying prospectus (including any amendment

hereto or thereto) contains a misrepresentation; provided that the remedies for rescission or damages are exercised

by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory.

The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or

territory for particulars of these rights or consult with a legal adviser.

Canadian purchasers are advised that this document has been prepared in reliance on section 3A.3 of National

Instrument 33-105 Underwriting Conflicts (“NI 33-105”). Pursuant to section 3A.3 of NI 33-105, this document is

exempt from the requirement that the issuer provide Canadian investors with certain conflicts of interest disclosure

as would otherwise be required pursuant to subsection 2.1(1) of NI 33-105.

We are not a member institution of the Canada Deposit Insurance Corporation. The liability incurred by us

through the issuance and sale of the Notes is not a deposit. We are not regulated as a financial institution in Canada.

Each Canadian investor confirms its express wish that all documents evidencing or relating to the sale of the

Notes and all other contracts and related documents be drafted in the English language. Chaque investisseur

canadien confirme sa volonté expresse que tous les documents attestant de la vente des titres ou s'y rapportant ainsi

que tous les autres contrats et documents s’y rattachant soient rédigés en langue anglaise.

Important Notice to Prospective Investors Pursuant to Paragraph 21 of the Hong Kong SFC Code of Conduct

Prospective investors should be aware that certain intermediaries in the context of this offering of the Notes,

including certain underwriters, 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”). This

notice to prospective investors is a summary of certain obligations the SFC Code imposes on such CMIs, which

S-4

Table Of Contents

require the attention and cooperation of prospective investors. Certain CMIs may also be acting as “overall

coordinators” (“OCs”) for this offering and are subject to additional requirements under the SFC Code.

Prospective investors who are the directors, employees or major shareholders of HSBC Holdings, a CMI or its

group companies would be considered under the SFC Code as having an association (“Association”) with HSBC

Holdings, the CMI or the relevant group company. Prospective investors associated with HSBC Holdings or any

CMI (including its group companies) should specifically disclose this 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 disclose their Associations but do not disclose that such order may negatively impact

the price discovery process in relation to this offering, such order is hereby deemed not to negatively impact the

price discovery process in relation to this offering.

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). 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 relevant underwriter or its group company has more than 50% interest, in which case it will be classified

as a “proprietary order” and subject to appropriate handling by CMIs in accordance with the SFC Code and should

disclose, at the same time, if such “proprietary order” may negatively impact the price discovery process in relation

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” (pursuant to the SFC Code), such

prospective investor should indicate to the relevant underwriter 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 impact the price discovery process in relation to this offering, such “proprietary

order” is hereby deemed not to negatively impact the price discovery process in relation to this offering.

Prospective investors should be aware that certain information may be disclosed by CMIs (including private

banks) which is personal and/or confidential in nature to the prospective investor. By placing an order, prospective

investors are deemed to have understood and consented to the collection, disclosure, use and transfer of such

information by the underwriters and/or any other third parties as may be required by the SFC Code, including to

HSBC Holdings, any OCs, 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 for the purpose of complying with the SFC

Code, during the bookbuilding process for this offering. Failure to provide such information may result in that order

being rejected.

S-5

Table Of Contents

CERTAIN DEFINITIONS AND PRESENTATION OF FINANCIAL AND OTHER DATA

Definitions

As used in this prospectus supplement and the accompanying prospectus, the terms “HSBC Holdings,” “we,”

“us” and “our” refer to HSBC Holdings plc. “HSBC Group” and “HSBC” mean HSBC Holdings together with its

subsidiary undertakings.

As used in this prospectus supplement: (i) the “Notes” means either the 20 Fixed/Floating Rate Notes or the

20 Fixed/Floating Rate Notes, as applicable; (ii) a “Fixed Rate Period” means either a 20 Fixed/Floating Rate

Notes Fixed Rate Period or a 20 Fixed/Floating Rate Notes Fixed Rate Period, as applicable; (iii) a “Fixed Rate

Period Interest Payment Date” means either a 20 Fixed/Floating Rate Notes Fixed Rate Period Interest Payment

Date or a 20 Fixed/Floating Rate Notes Fixed Rate Period Interest Payment Date, as applicable; (iv) “Floating

Rate Interest Period” means either a 20 Fixed/Floating Rate Notes Floating Rate Interest Period or a 20

Fixed/Floating Rate Notes Floating Rate Interest Period, as applicable; (v) a “Floating Rate Period” means either a

20 Fixed/Floating Rate Notes Floating Rate Period or a 20 Fixed/Floating Rate Notes Floating Rate Period,

as applicable; (vi) a “Floating Rate Period Interest Payment Date” means either a 20 Fixed/Floating Rate Notes

Floating Rate Period Interest Payment Date or a 20 Fixed/Floating Rate Notes Floating Rate Period Interest

Payment Date, as applicable; (vii) the “Initial Interest Rate” means either the 20 Fixed/Floating Rate Notes

Initial Interest Rate or the 20 Fixed/Floating Rate Notes Initial Interest Rate, as applicable; (viii) an “Interest

Payment Date” means either a 20 Fixed/Floating Rate Notes Interest Payment Date or a 20 Fixed/Floating

Rate Notes Interest Payment Date, as applicable; (ix) “Make-Whole Redemption” means either the 20 Fixed/

Floating Rate Notes Make-Whole Redemption or the 20 Fixed/Floating Rate Notes Make-Whole Redemption, as

applicable; (x) “Make-Whole Redemption Period” means either the 20 Fixed/Floating Rate Notes Make-Whole

Redemption Period or the 20 Fixed/Floating Rate Notes Make-Whole Redemption Period, as applicable; (xi) the

“Margin” means either the 20 Fixed/Floating Rate Notes Margin or the 20 Fixed/Floating Rate Notes

Margin, as applicable; (xii) the “Maturity Date” means either the 20 Fixed/Floating Rate Notes Maturity Date or

the 20 Fixed/Floating Rate Notes Maturity Date, as applicable; (xiii) “Par Redemption” means either the 20

Fixed/Floating Rate Notes Par Redemption or the 20 Fixed/Floating Rate Notes Par Redemption, as applicable;

and (xiv) the “Par Redemption Date” means either the 20 Fixed/Floating Rate Notes Par Redemption Date or the

20 Fixed/Floating Rate Notes Par Redemption Date, as applicable.

Presentation of Financial Information

The annual consolidated financial statements of the HSBC Group comply with UK-adopted international

accounting standards and with the requirements of the UK Companies Act 2006, and have also applied international

financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union

(“EU”). These financial statements are also prepared in accordance with International Financial Reporting Standards

as issued by the International Accounting Standards Board (“IFRS Accounting Standards”), including interpretations

issued by the IFRS Interpretations Committee, as there are no applicable differences from IFRS Accounting

Standards for the periods presented. As of December 31, 2025, there were no unendorsed standards effective for the

year ended December 31, 2025 affecting the consolidated financial statements included in our Annual Report on

Form 20-F for the year ended December 31, 2025, filed with the SEC on February 26, 2026 (the “2025 Form 20-F”).

The interim condensed consolidated financial statements of the HSBC Group have been prepared on the basis of

the policies set out in the consolidated financial statements included in the 2025 Form 20-F, except for those policies

affected by certain amendments to IFRS 9 ‘Financial Instruments’ and IFRS 7 ‘Financial Instruments: Disclosures’

as disclosed in Note 1(a) to the interim condensed consolidated financial statements, and in accordance with

International Accounting Standard 34 (“IAS 34”) “Interim Financial Reporting” as adopted by the UK, IAS 34

“Interim Financial Reporting” as issued by the International Accounting Standards Board (“IASB”), IAS 34

“Interim Financial Reporting” as adopted by the EU and the Disclosure Guidance and Transparency Rules

sourcebook of the UK’s Financial Conduct Authority. The interim condensed consolidated financial statements are

unaudited and should be read in conjunction with the 2025 Form 20-F.

S-6

Table Of Contents

As of June 30, 2026, there were no IFRS Accounting Standards effective for the six-month period ended June

30, 2026 affecting the HSBC Group’s interim condensed consolidated financial statements included in our Interim

Report for the six-month period ended June 30, 2026, filed under cover of Form 6-K with the SEC on August 4,

2026 (the “2026 Interim Report”), that were not approved for adoption in the UK by the UK Endorsement Board,

and there was no difference between IFRS Accounting Standards adopted by the UK, IFRS Accounting Standards as

adopted by the EU and IFRS Accounting Standards issued by the IASB in terms of their application to HSBC.

The U.S. dollar is used as the presentation currency in the annual consolidated financial statements and in the

interim condensed consolidated financial statements of the HSBC Group, and it is also the functional currency of

HSBC Holdings.

The financial information presented in this document relating to the year ended December 31, 2025 is derived

from the HSBC Group’s annual consolidated financial statements, which comply, and are prepared in accordance,

with the accounting standards and requirements set out above.

The financial information presented in this document relating to the six-month period ended June 30, 2026 is

derived from the HSBC Group’s interim condensed consolidated financial statements, which comply, and are

prepared in accordance, with the accounting standards and requirements set out above.

See “Where You Can Find More Information About Us.”

Currency

In this prospectus supplement, all references to (i) “U.S. dollars,” “US$,” “dollars” or “$” are to the lawful

currency of the United States of America, (ii) “sterling,” “pounds sterling” or “£” are to the lawful currency of the

UK, (iii) “EUR” or “€” are to the lawful currency of the member states of the European Union that have adopted or

adopt the single currency in accordance with the Treaty establishing the European Community, as amended, (iv)

“SGD” are to the lawful currency of the Republic of Singapore, (v) “CNY” are to the lawful currency of the Chinese

mainland, which excludes the Hong Kong Special Administrative Region, the Macau Special Administrative Region

and Taiwan (the “PRC”), as traded outside the PRC, (vi) “CHF” are to the lawful currency of Switzerland, and (vii)

“JPY” are to the lawful currency of Japan.

S-7

Table Of Contents

LIMITATIONS ON ENFORCEMENT OF U.S. LAWS AGAINST US, OUR MANAGEMENT AND

OTHERS

We are an English public limited company. Most of our directors and executive officers (and certain experts

named in this prospectus supplement and the accompanying prospectus or in documents incorporated herein by

reference) are resident outside the United States, and a substantial portion of our assets and the assets of such

persons are located outside the United States. As a result, it may not be possible for you to effect service of process

within the United States upon these persons or to enforce against them or us in U.S. courts judgments obtained in

U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United States. We have

been advised by our English solicitors, Cleary Gottlieb Steen & Hamilton LLP, that there is doubt as to

enforceability in the English courts, in original actions or in actions for enforcement of judgments of U.S. courts, of

liabilities predicated solely upon the federal securities laws of the United States. In addition, awards of punitive

damages in actions brought in the United States or elsewhere may not be enforceable in the UK. The enforceability

of any judgment in the UK will depend on the particular facts of the case in effect at the time.

S-8

Table Of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement and the accompanying prospectus and the documents incorporated by reference

herein contain both historical and forward-looking statements. All statements other than statements of historical fact

are, or may be deemed to be, forward-looking statements. Forward-looking statements may be identified by the use

of terms such as “believes,” “expects,” “estimate,” “may,” “intends,” “plan,” “will,” “should,” “potential,” “seek,”

“reasonably possible” or “anticipates” or the negative thereof or similar expressions, or by discussions of strategy.

These forward-looking statements include statements relating to factors including, but not limited to: the

implementation and exercise of the UK bail-in powers; our plan to issue additional senior debt securities; listing of

the Notes; occurrence of a Benchmark Transition Event and related consequences; changes in the general economic

conditions in the markets in which the HSBC Group operates, such as new, continuing or deepening recessions and

prolonged inflationary pressures; the impact of the Russia-Ukraine war (including hybrid attacks across Europe

attributed to Russia), the conflict in the Middle East, or any potential military action or conflict elsewhere on the

global markets generally and the HSBC Group in particular; geopolitical tensions or diplomatic developments in the

countries in which we operate, including those arising as a result of the Russia-Ukraine war, the conflict in the

Middle East, or any potential military action or conflict elsewhere; the UK’s relationship with the EU; and changes

in government policy and regulation, as well as monetary, fiscal, interest rate and other policies of central banks and

other regulatory authorities in the major markets in which we operate and the consequences thereof and continued

volatility in trade and tariff policies, changes in tariff rates, including sector-specific measures imposed by various

nations, including the United States, which could reduce capital investment and consumer spending, disrupt supply

chains and dampen global trade growth. We have based the forward-looking statements on current expectations and

projections about future events. These forward-looking statements are subject to risks, uncertainties and assumptions

about us, as described under “Cautionary statement regarding forward-looking statements” contained in each of the

2025 Form 20-F, the Form 6-K filed with the SEC on May 5, 2026 (filing the earnings release for the three-month

period ended March 31, 2026) (the “2026 Q1 Earnings Release”), the 2026 Interim Report and the Form 6-K filed

with the SEC on October 27, 2026 (filing the earnings release for the three-month and nine-month periods ended

September 30, 2026) (the “2026 Q3 Earnings Release”). We undertake no obligation to publicly update or revise any

forward-looking statements, whether as a result of new information, future events or otherwise. In light of these

risks, uncertainties and assumptions, the forward-looking events discussed herein might not occur. You are

cautioned not to place undue reliance on any forward-looking statements, which speak only as of their dates.

Additional information, including information on factors which may affect HSBC’s business, is contained in the

2025 Form 20-F, the 2026 Q1 Earnings Release, the 2026 Interim Report and the 2026 Q3 Earnings Release.

S-9

Table Of Contents

WHERE YOU CAN FIND MORE INFORMATION ABOUT US

We have filed with the SEC a registration statement on Form F-3 (No. 333-277306) (the “Registration

Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Notes offered

by this prospectus supplement. As permitted by the rules and regulations of the SEC, this prospectus supplement and

the accompanying prospectus omit certain information, exhibits and undertakings contained in the Registration

Statement. For further information with respect to us or the Notes, please refer to the Registration Statement,

including its exhibits and the financial statements, notes and schedules filed as a part thereof. Statements contained

in this prospectus supplement and the accompanying prospectus as to the contents of any contract or other document

are not necessarily complete, and in each instance reference is made to the copy of such contract or document filed

as an exhibit to the Registration Statement, each such statement being qualified in all respects by such reference. In

addition, we file annual reports and special reports, proxy statements and other information with the SEC. Our SEC

filings are available to you on the SEC’s website at http://www.sec.gov. This site contains reports, proxy and

information statements and other information regarding issuers that file electronically with the SEC. We also make

available on our website, free of charge, our annual reports on Form 20-F and the text of our reports on Form 6-K,

including any amendments to these reports, as well as certain other SEC filings, as soon as reasonably practicable

after they are electronically filed with or furnished to the SEC. Our website address is http://www.hsbc.com. The

information on these websites is not part of this prospectus supplement, except as specifically incorporated by

reference herein.

We are “incorporating by reference” in this prospectus supplement and the accompanying prospectus the

information in certain documents that we file with the SEC, which means we can disclose important information to

you by referring you to those documents. The information incorporated by reference is considered to be a part of this

prospectus supplement and the accompanying prospectus. Each document incorporated by reference is current only

as of the date of such document, and the incorporation by reference of such documents will not create any

implication that there has been no change in our affairs since the date thereof or that the information contained

therein is current as of any time subsequent to its date. The information incorporated by reference is considered to be

a part of this prospectus supplement and should be read with the same care. When we update the information

contained in documents that have been incorporated by reference by making future filings with the SEC, the

information incorporated by reference in this prospectus supplement is considered to be automatically updated and

superseded. In the case of a conflict or inconsistency between information contained in this prospectus supplement

and information incorporated by reference into this prospectus supplement, you should rely on the information

contained in the document that was filed later. We incorporate by reference in this prospectus supplement and the

accompanying prospectus the 2025 Form 20-F, the 2026 Q1 Earnings Release, the 2026 Interim Report, the Form 6-

K furnished to the SEC on September 10, 2026 (regarding the HSBC Group CFO succession process), the Form 6-K

furnished to the SEC on September 25, 2026 (regarding certain changes to board and committee composition) and

the 2026 Q3 Earnings Release.

In addition, all documents filed by us with the SEC pursuant to Sections 13(a), 13(c) or 15(d) of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), and, to the extent expressly stated therein, certain reports

on Form 6-K filed by us after the date of this prospectus supplement will also be deemed to be incorporated by

reference in this prospectus supplement and the accompanying prospectus from the date of filing of such documents.

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein will

be deemed to be modified or superseded for purposes of this prospectus supplement and the accompanying

prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is

or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so

modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this

prospectus supplement and the accompanying prospectus and to be a part hereof from the date of filing of such

document.

S-10

Table Of Contents

You may request a copy of these documents at no cost to you by writing or telephoning us at either of the

following addresses:

Group Company Secretary

HSBC Holdings plc

8 Canada Square

London E14 5HQ United Kingdom

Tel: +44 20 7991 8888

HSBC Holdings plc

c/o HSBC Bank USA, National Association

66 Hudson Boulevard East, 545W9,

New York,New York, 10001

Attn: Company Secretary

Tel: +1-212-525-5000

S-11

Table Of Contents

SUMMARY OF THE OFFERING

The following summary highlights information contained elsewhere in this prospectus supplement and the

accompanying prospectus. This summary is not complete and does not contain all of the information that may be

important to you. You should read the entire prospectus supplement and the accompanying prospectus, including the

financial statements and related notes incorporated by reference herein, before making an investment decision.

Terms which are defined in “Description of the Notes” included in this prospectus supplement beginning on page

S-40 have the same meaning when used in this summary.


Issuer ..............................................................		HSBC Holdings plc.

Securities Offered .........................................		% Fixed Rate/Floating Rate Senior Unsecured Notes due 20 in an aggregate principal amount of $ (such series of notes, the “20 Fixed/Floating Rate Notes”).

		% Fixed Rate/Floating Rate Senior Unsecured Notes due 20 in an aggregate principal amount of $ (such series of notes, the “20 Fixed/Floating Rate Notes”).

Issue Date .......................................................		November , 2026 (the “Issue Date”).

Terms Specific to the 20 Fixed/Floating Rate Notes:

Maturity Date ................................................		The 20 Fixed/Floating Rate Notes will mature on , (the “20 Fixed/Floating Rate Notes Maturity Date”).

Interest ...........................................................		From (and including) the Issue Date to (but excluding) , (the “20 Fixed/Floating Rate Notes Fixed Rate Period”), interest on the 20 Fixed/Floating Rate Notes will be payable at a rate of % per annum (the “20 Fixed/Floating Rate Notes Initial Interest Rate”).

		From (and including) to (but excluding) the 20 Fixed/Floating Rate Notes Maturity Date (the “20 Fixed/Floating Rate Notes Floating Rate Period”), the interest rate on the 20 Fixed/Floating Rate Notes will be equal to the Benchmark (as defined below) plus % per annum (the “20 Fixed/Floating Rate Notes Margin”). During the 20 Fixed/ Floating Rate Notes Floating Rate Period, the interest rate on the 20 Fixed/Floating Rate Notes will be calculated quarterly on each applicable Interest Determination Date.

Interest Payment Dates ................................		During the 20 Fixed/Floating Rate Notes Fixed Rate Period, interest on the 20 Fixed/Floating Rate Notes will be payable semi-annually in arrear on and of each year, beginning on , 2027 (each, a “20 Fixed/Floating Rate Notes Fixed Rate Period Interest Payment Date”).

		During the 20 Fixed/Floating Rate Notes Floating Rate Period, interest on the 20 Fixed/Floating Rate Notes will be payable quarterly in arrear on , , , , , and , (each, a “20 Fixed/Floating Rate Notes Floating Rate Period Interest Payment Date” and together with the 20 Fixed/Floating Rate Notes Fixed Rate Period Interest Payment Dates, the “20 Fixed/Floating Rate Notes Interest Payment Dates”).

S-12

Table Of Contents


20 Fixed/Floating Rate Notes Floating Rate Interest Periods .................................		During the 20 Fixed/Floating Rate Notes Floating Rate Period, the period beginning on (and including) a 20 Fixed/Floating Rate Notes Floating Rate Period Interest Payment Date and ending on (but excluding) the next succeeding 20 Fixed/Floating Rate Notes Floating Rate Period Interest Payment Date (each, a “20 Fixed/Floating Rate Notes Floating Rate Interest Period”); provided that the first 20 Fixed/Floating Rate Notes Floating Rate Interest Period will begin on (and include) and will end on (but exclude) the first 20 Fixed/Floating Rate Notes Floating Rate Period Interest Payment Date.

Optional Redemption ...................................		We may, in our sole discretion, redeem the 20 Fixed/Floating Rate Notes during the 20 Fixed/Floating Rate Notes Make-Whole Redemption Period (as defined below), 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) a make-whole price calculated as set forth under “Description of the Notes–– Redemption,” in each case, plus any accrued and unpaid interest on the 20 Fixed/Floating Rate Notes to be redeemed to (but excluding) the applicable redemption date (any such redemption, a “20 Fixed/Floating Rate Notes Make-Whole Redemption”).

		The “20 Fixed/Floating Rate Notes Make-Whole Redemption Period” means the period beginning on (and including) , 2027 (six months following the Issue Date) to (but excluding) , (the “20 Fixed/Floating Rate Notes Par Redemption Date”); provided that if any additional notes of the same series are issued after the Issue Date, the 20 Fixed/ Floating Rate Notes Make-Whole Redemption Period for such additional notes shall begin on (and include) the date that is six months following the issue date for such additional notes.

		Following the 20 Fixed/Floating Rate Notes Make-Whole Redemption Period, we may, in our sole discretion, redeem the 20 Fixed/Floating Rate Notes on the 20 Fixed/Floating Rate Notes Par Redemption Date, in whole but not in part, at 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the 20 Fixed/Floating Rate Notes Par Redemption Date (a “20 Fixed/Floating Rate Notes Par Redemption”).

		If we determine, in our sole discretion, that the inclusion of the 20 Fixed/Floating Rate Notes Make-Whole Redemption provisions in the terms of the Indenture and the 20 Fixed/ Floating Rate Notes could reasonably be expected to prejudice the eligibility of the 20 Fixed/Floating Rate Notes to count towards the minimum requirements for own funds and eligible liabilities or loss absorbing capacity of HSBC Holdings and/or the HSBC Group for the purposes of the Loss Absorption Regulations (as defined under “Description of the Notes—Definitions”), then the provisions relating to the 20 Fixed/Floating Rate Notes Make- Whole Redemption shall be deemed not to apply for all purposes relating to the 20 Fixed/Floating Rate Notes and we shall not have any right to redeem the 20 Fixed/Floating Rate Notes pursuant to a 20 Fixed/Floating Rate Notes Make-Whole Redemption. In such circumstances, we shall promptly provide notice to the trustee, the paying agent, the calculation agent and the noteholders that the 20 Fixed/Floating Rate Notes Make-Whole Redemption does not apply; provided that failure to provide such notice will have no impact on the effectiveness of, or otherwise invalidate, any such determination. No action taken in accordance with this paragraph shall be deemed to be an amendment requiring the consent of holders under Section 9.02 of the Base Indenture.

S-13

Table Of Contents


		The definition and the terms of each of the 20 Fixed/Floating Rate Notes Make-Whole Redemption and the 20 Fixed/Floating Rate Notes Par Redemption are set forth below under “Description of the Notes—Redemption” and the sub-headings thereunder. See “Risk Factors—Risks Relating to the Notes—We may redeem the Notes at our option in certain situations.”

Terms Specific to the 20 Fixed/Floating Rate Notes:

Maturity Date ................................................		The 20 Fixed/Floating Rate Notes will mature on , (the “20 Fixed/Floating Rate Notes Maturity Date”).

Interest ...........................................................		From (and including) the Issue Date to (but excluding) , (the “20 Fixed/Floating Rate Notes Fixed Rate Period”), interest on the 20 Fixed/Floating Rate Notes will be payable at a rate of % per annum (the “20 Fixed/Floating Rate Notes Initial Interest Rate”).

		From (and including) , to (but excluding) the 20 Fixed/Floating Rate Notes Maturity Date (the “20 Fixed/Floating Rate Notes Floating Rate Period”), the interest rate on the 20 Fixed/Floating Rate Notes will be equal to the Benchmark (as defined below) plus % per annum (the “20 Fixed/Floating Rate Notes Margin”). During the 20 Fixed/ Floating Rate Notes Floating Rate Period, the interest rate on the 20 Fixed/Floating Rate Notes will be calculated quarterly on each applicable Interest Determination Date.

Interest Payment Dates ................................		During the 20 Fixed/Floating Rate Notes Fixed Rate Period, interest on the 20 Fixed/Floating Rate Notes will be payable semi-annually in arrear on and of each year, beginning on , 2027 (each, a “20 Fixed/Floating Rate Notes Fixed Rate Period Interest Payment Date”).

		During the 20 Fixed/Floating Rate Notes Floating Rate Period, interest on the 20 Fixed/Floating Rate Notes will be payable quarterly in arrear on , , , , , and , (each, a “20 Fixed/Floating Rate Notes Floating Rate Period Interest Payment Date” and together with the 20 Fixed/Floating Rate Notes Fixed Rate Period Interest Payment Dates, the “20 Fixed/Floating Rate Notes Interest Payment Dates”).

20 Fixed/Floating Rate Notes Floating Rate Interest Periods .................................		During the 20 Fixed/Floating Rate Notes Floating Rate Period, the period beginning on (and including) a 20 Fixed/Floating Rate Notes Floating Rate Period Interest Payment Date and ending on (but excluding) the next succeeding 20 Fixed/Floating Rate Notes Floating Rate Period Interest Payment Date (each, a “20 Fixed/Floating Rate Notes Floating Rate Interest Period”); provided that the first 20 Fixed/Floating Rate Notes Floating Rate Interest Period will begin on (and include) and will end on (but exclude) the first 20 Fixed/Floating Rate Notes Floating Rate Period Interest Payment Date.

S-14

Table Of Contents


Optional Redemption ...................................		We may, in our sole discretion, redeem the 20 Fixed/Floating Rate Notes during the 20 Fixed/Floating Rate Notes Make- Whole Redemption Period (as defined below), 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) a make-whole price calculated as set forth under “Description of the Notes–– Redemption,” in each case, plus any accrued and unpaid interest on the 20 Fixed/Floating Rate Notes to be redeemed to (but excluding) the applicable redemption date (any such redemption, a “20 Fixed/Floating Rate Notes Make-Whole Redemption”).

		The “20 Fixed/Floating Rate Notes Make-Whole Redemption Period” means the period beginning on (and including) , 2027 (six months following the Issue Date) to (but excluding) , (the “20 Fixed/Floating Rate Notes Par Redemption Date”); provided that if any additional notes of the same series are issued after the Issue Date, the 20 Fixed/Floating Rate Notes Make-Whole Redemption Period for such additional notes shall begin on (and include) the date that is six months following the issue date for such additional notes.

		Following the 20 Fixed/Floating Rate Notes Make-Whole Redemption Period, we may, in our sole discretion, redeem the 20 Fixed/Floating Rate Notes on the 20 Fixed/Floating Rate Notes Par Redemption Date, in whole but not in part, at 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the 20 Fixed/Floating Rate Notes Par Redemption Date (a “20 Fixed/Floating Rate Notes Par Redemption”).

		If we determine, in our sole discretion, that the inclusion of the 20 Fixed/Floating Rate Notes Make-Whole Redemption provisions in the terms of the Indenture and the 20 Fixed/ Floating Rate Notes could reasonably be expected to prejudice the eligibility of the 20 Fixed/Floating Rate Notes to count towards the minimum requirements for own funds and eligible liabilities or loss absorbing capacity of HSBC Holdings and/or the HSBC Group for the purposes of the Loss Absorption Regulations (as defined under “Description of the Notes—Definitions”), then the provisions relating to the 20 Fixed/Floating Rate Notes Make- Whole Redemption shall be deemed not to apply for all purposes relating to the 20 Fixed/Floating Rate Notes and we shall not have any right to redeem the 20 Fixed/Floating Rate Notes pursuant to a 20 Fixed/Floating Rate Notes Make-Whole Redemption. In such circumstances, we shall promptly provide notice to the trustee, the paying agent, the calculation agent and the noteholders that the 20 Fixed/Floating Rate Notes Make-Whole Redemption does not apply; provided that failure to provide such notice will have no impact on the effectiveness of, or otherwise invalidate, any such determination. No action taken in accordance with this paragraph shall be deemed to be an amendment requiring the consent of holders under Section 9.02 of the Base Indenture.

		The definition and the terms of each of the 20 Fixed/Floating Rate Notes Make-Whole Redemption and the 20 Fixed/Floating Rate Notes Par Redemption are set forth below under “Description of the Notes—Redemption” and the sub-headings thereunder. See “Risk Factors—Risks Relating to the Notes—We may redeem the Notes at our option in certain situations.”

S-15

Table Of Contents


Terms Applicable to each Series of Notes:

Interest Determination Dates .......................		The third business day preceding the applicable Interest Payment Date (each, an “Interest Determination Date”).

Redemption upon Loss Absorption Disqualification Event ...............................		Following the occurrence of a Loss Absorption Disqualification Event, we may, on the terms and subject to the provisions set forth under “Description of the Notes—Redemption,” in our sole discretion, redeem the Notes in whole, but not in part (such option to redeem being referred to herein as a “Loss Absorption Disqualification Event Redemption Option”), at a redemption price equal to 100% of their principal amount, plus any accrued and unpaid interest to (but excluding) the applicable redemption date.

Tax Event Redemption .................................		We may redeem the Notes in whole (but not in part) in our sole discretion upon the occurrence of certain tax events. See “Risk Factors—Risks Relating to the Notes—We may redeem the Notes at our option in certain situations.” 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. See “Description of Debt Securities—Redemption” in the accompanying prospectus.

Redemption by Noteholders .........................		The Notes are not redeemable at the option of the noteholders at any time.

Redemption or Purchase Conditions ..........		Any redemption or purchase of the Notes is subject, where applicable, to the regulatory consent as described under “Description of the Notes—Redemption” and “Description of the Notes—Purchases.”

		Any redemption of the Notes is subject to our giving prior notice to the noteholders as described under “Description of the Notes— Redemption.”

Calculation of the Benchmark .....................		The “Benchmark” means, initially, Compounded Daily SOFR; provided that if a Benchmark Transition Event and related Benchmark Replacement Date have occurred with respect to SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.

		“Compounded Daily SOFR” means, in relation to a Floating Rate Interest Period, the rate of return of a daily compound interest investment (with SOFR as reference rate for the calculation of interest) during the related Observation Period and will be calculated by the calculation agent on the related Interest Determination Date as follows:



		Where:

		“d” means, in relation to any Observation Period, the number of calendar days in such Observation Period;

		“d0” means, in relation to any Observation Period, the number of USGS Business Days in such Observation Period;
		“i” means, in relation to any Observation Period, a series of whole numbers from one to d0, each representing the relevant USGS Business Day in chronological order from (and including) the first USGS Business Day in such Observation Period;

S-16

Table Of Contents


		“ni” means, in relation to any USGS Business Day “i” in the relevant Observation Period, the number of calendar days from (and including) such USGS Business Day “i” up to (but excluding) the following USGS Business Day;

		“Observation Period” means, in respect of each Floating Rate Interest Period, the period from (and including) the date which is five USGS Business Days prior to the first day of such Floating Rate Interest Period to (but excluding) the date which is five USGS Business Days prior to the Interest Payment Date for such Floating Rate Interest Period; provided that the first Observation Period shall commence on (and include) the date which is five USGS Business Days prior to (i) with respect to the 20 Fixed/Floating Rate Notes, the 20 Fixed/Floating Rate Notes Par Redemption Date, and (ii) with respect to the 20 Fixed/Floating Rate Notes, the 20 Fixed/Floating Rate Notes Par Redemption Date;

		“SOFR” means, in relation to any day, the rate determined by the calculation agent in accordance with the following provisions:

		(1) the daily Secured Overnight Financing Rate for trades made on such day available at or around the Reference Time on the NY Federal Reserve’s Website;

		(2) if the rate specified in (1) above is not available at or around the Reference Time for such day (and a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred), the daily Secured Overnight Financing Rate in respect of the last USGS Business Day for which such rate was published on the NY Federal Reserve’s Website;

		“SOFRi” means, in relation to any USGS Business Day “i” in the relevant Observation Period, SOFR in respect of such USGS Business Day; and

		“USGS Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association or any successor thereto (“SIFMA”) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

		Notwithstanding clauses (1) and (2) of the definition of “SOFR” above, if we (in consultation, to the extent practicable, with the calculation agent) or our designee (in consultation with us) determine on or prior to the relevant Interest Determination Date that a Benchmark Transition Event and related Benchmark Replacement Date have occurred with respect to SOFR, then the “Benchmark Transition Provisions” set forth below will thereafter apply to all determinations of the rate of interest payable on the Notes during the applicable Floating Rate Period.

		In accordance with and subject to the Benchmark Transition Provisions, after a Benchmark Transition Event and related Benchmark Replacement Date have occurred, the amount of interest that will be payable for each interest period on the Notes during the applicable Floating Rate Period will be determined by reference to a rate per annum equal to the Benchmark Replacement plus the applicable Margin.

		“designee” means an affiliate or any other agent of HSBC Holdings.

		“NY Federal Reserve’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org (or any successor website).

S-17

Table Of Contents


		“Reference Time” means (1) if the Benchmark is Compounded Daily SOFR, for each USGS Business Day, 3:00 p.m. (New York time) on the next succeeding USGS Business Day, and (2) if the Benchmark is not Compounded Daily SOFR, the time determined by us (in consultation, to the extent practicable, with the calculation agent) or our designee (in consultation with us) in accordance with the Benchmark Replacement Conforming Changes.

Benchmark Transition Provisions ...............		If we (in consultation, to the extent practicable, with the calculation agent) or our designee (in consultation with us) determine that a Benchmark Transition Event and related Benchmark Replacement Date have occurred prior to the applicable Reference Time in respect of any determination of the Benchmark on any date, the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Notes during the applicable Floating Rate Period in respect of such determination on such date and all determinations on all subsequent dates; provided that, if we (in consultation, to the extent practicable, with the calculation agent) or our designee (in consultation with us) are unable to or do not determine a Benchmark Replacement in accordance with the provisions below prior to 5:00 p.m. (New York time) on the relevant Interest Determination Date, the interest rate for the related Floating Rate Interest Period will be equal to the interest rate in effect for the immediately preceding Floating Rate Interest Period or, in the case of the Interest Determination Date prior to the first Floating Rate Period Interest Payment Date, the applicable Initial Interest Rate.

Benchmark Replacement .............................		“Benchmark Replacement” means the first alternative set forth in the order below that can be determined by us (in consultation, to the extent practicable, with the calculation agent) or our designee (in consultation with us) as of the Benchmark Replacement Date:

		(1) the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor (if any) and (b) the Benchmark Replacement Adjustment;

		(2) the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; and

		(3) the sum of: (a) the alternate rate of interest that has been selected by us (in consultation, to the extent practicable, with the calculation agent) or our designee (in consultation with us) as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any industry- accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment.

		“Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustments) as the applicable tenor for the then-current Benchmark.

		“Relevant Governmental Body” means the Federal Reserve and/or the Federal Reserve Bank of New York (“NY Federal Reserve”), or a committee officially endorsed or convened by the Federal Reserve and/or the NY Federal Reserve or any successor thereto.

Benchmark Replacement Adjustment ........		“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by us (in consultation, to the extent practicable, with the calculation agent) or our designee (in consultation with us) as of the Benchmark Replacement Date:

S-18

Table Of Contents


		(1) the spread adjustment (which may be a positive or negative value or zero) that has been (i) selected or recommended by the Relevant Governmental Body or (ii) determined by us (in consultation, to the extent practicable, with the calculation agent) or our designee (in consultation with us) in accordance with the method for calculating or determining such spread adjustment that has been selected or recommended by the Relevant Governmental Body, in each case for the applicable Unadjusted Benchmark Replacement;

		(2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment;

		(3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by us (in consultation, to the extent practicable, with the calculation agent) or our designee (in consultation with us) giving due consideration to industry-accepted spread adjustments (if any), or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate notes at such time.

		“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

		Benchmark Replacement

Benchmark Replacement Conforming Changes ......................................................		In connection with the implementation of a Benchmark Replacement, we (in consultation, to the extent practicable, with the calculation agent) or our designee (in consultation with us) will have the right to make changes to (1) any Interest Determination Date, Floating Rate Period Interest Payment Date, Reference Time, business day convention or Floating Rate Interest Period, (2) the manner, timing and frequency of determining the rate and amounts of interest that are payable on the Notes during the applicable Floating Rate Period and the conventions relating to such determination and calculations with respect to interest, (3) rounding conventions, (4) tenors and (5) any other terms or provisions of the Notes during the applicable Floating Rate Period, in each case that we (in consultation, to the extent practicable, with the calculation agent) or our designee (in consultation with us) determine, from time to time, to be appropriate to reflect the determination and implementation of such Benchmark Replacement in a manner substantially consistent with market practice (or, if we (in consultation, to the extent practicable, with the calculation agent) or our designee (in consultation with us) decide that implementation of any portion of such market practice is not administratively feasible or determine that no market practice for use of the Benchmark Replacement exists, in such other manner as we (in consultation, to the extent practicable, with the calculation agent) or our designee (in consultation with us) determine is appropriate (acting in good faith)) (the “Benchmark Replacement Conforming Changes”). Any Benchmark Replacement Conforming Changes will apply to the Notes for all future Floating Rate Interest Periods.

Benchmark Transition Event ......................		“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

S-19

Table Of Contents


		(1) a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark;

		(2) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or

		(3) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.

Benchmark Replacement Date ....................		“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

		(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event”, the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or

		(2) in the case of clause (3) of the definition of “Benchmark Transition Event”, the date of the public statement or publication of information referenced therein.

		For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

ISDA Fallback Rate ......................................		“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

		“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. (“ISDA”) or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.

		“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.

Notice of Benchmark Replacement .............		We will promptly give notice of the determination of the Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes to the trustee, the paying agent, the calculation agent and the noteholders; provided that failure to provide such notice will have no impact on the effectiveness of, or otherwise invalidate, any such determination.

S-20

Table Of Contents



Decisions and Determinations .....................		All determinations, decisions, elections and any calculations made by us, the calculation agent or our designee for the purposes of calculating (i) the applicable interest on the Notes and (ii) the redemption price, will be conclusive and binding on the noteholders, us, the trustee and the paying agent, absent manifest error. If made by us, such determinations, decisions, elections and calculations will be made in consultation with the calculation agent, to the extent practicable. If made by our designee, such determinations, decisions, elections and calculations will be made after consulting with us, and our designees will not make any such determination, decision, election or calculation to which we object. Notwithstanding anything to the contrary in the Indenture or the Notes, any determinations, decisions, calculations or elections made in accordance with this provision will become effective without consent from the noteholders or any other party.

Agreement with Respect to the Benchmark Replacement ...............................................		By its acquisition of the Notes, each noteholder (which, for these purposes, includes each beneficial owner) (i) will acknowledge, accept, consent and agree to be bound by our or our designee’s determination of a Benchmark Transition Event, a Benchmark Replacement Date, the Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes, including as may occur without any prior notice from us and without the need for us to obtain any further consent from such noteholder, (ii) will waive any and all claims, in law and/or in equity, against the trustee, the paying agent and the calculation agent or our designee for, agree not to initiate a suit against the trustee, the paying agent and the calculation agent or our designee in respect of, and agree that none of the trustee, the paying agent or the calculation agent or our designee will be liable for, the determination of or the failure to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes, and any losses suffered in connection therewith and (iii) will agree that none of the trustee, the paying agent or the calculation agent or our designee will have any obligation to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes (including any adjustments thereto), including in the event of any failure by us to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes.

Events of Default and Defaults ....................		You will not have the right to request the trustee to declare the principal amount and accrued but unpaid payments with respect to the Notes to be due and payable or to accelerate the Notes in the case of non-payment of principal and/or interest on the Notes. Payment of the principal amount, together with accrued and unpaid payments with respect to the outstanding Notes, may be accelerated only upon certain events of a winding up, as described under “Description of Debt Securities—Senior Debt Securities— Defaults and Events of Default” in the accompanying prospectus.

Payment of Additional Amounts .................		We will pay additional amounts in respect of the Notes, in the circumstances described under “Description of Debt Securities— Additional Amounts—Senior Debt Securities” in the accompanying prospectus.

S-21

Table Of Contents


Agreement with Respect to the Exercise of UK Bail-in Power ......................................		By its acquisition of the Notes, each noteholder (which, for these purposes, includes each beneficial owner) will acknowledge, accept, consent and agree, notwithstanding any other term of the Notes, the Indenture or any other agreements, arrangements or understandings between us and any noteholder, to be bound by (a) the effect of the exercise of any UK bail-in power (as defined under “Description of the Notes—Definitions”) by the relevant UK resolution authority (as defined under “Description of the Notes— Definitions”); and (b) the variation of the terms of the Notes 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 but unpaid interest, including any Additional Amounts (as defined under “Description of Debt Securities—Additional Amounts—Senior Debt Securities” in the accompanying prospectus), on the Notes. 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. See “Description of the Notes—Agreement with Respect to the Exercise of UK Bail-in Power.”

		Moreover, each noteholder (which, for these purposes, includes each beneficial owner) will consent to the exercise of any UK bail- in power as it may be imposed without any prior notice by the relevant UK resolution authority of its decision to exercise such power with respect to the Notes.

Ranking ..........................................................		The Notes will constitute our direct, unsecured obligations and rank pari passu with our other senior indebtedness, and the Notes will rank equally and ratably without any preference among themselves. Senior indebtedness will not include any indebtedness that is expressed to be subordinated to or pari passu with subordinated debt securities. See “Description of Debt Securities— Senior Debt Securities—Defaults and Events of Default” in the accompanying prospectus.

Form of Notes ................................................		The Notes will be issued in the form of one or more global securities registered in the name of the nominee for, and deposited with, The Depository Trust Company (“DTC”). See “Description of Debt Securities—Form, Settlement and Clearance” in the accompanying prospectus.

Trading through DTC, Clearstream Luxembourg and Euroclear .....................		Initial settlement for the Notes will be made in immediately available funds. Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC’s rules and will be settled in immediately available funds using DTC’s Same-Day Funds Settlement System. Secondary market trading between Clearstream Banking S.A. (“Clearstream Luxembourg”) customers and/or Euroclear Bank SA/NV (“Euroclear”) participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream Luxembourg and Euroclear and will be settled using the procedures applicable to conventional eurobonds in immediately available funds.

Listing ............................................................		Application will be made to list the Notes on the New York Stock Exchange in accordance with its rules.

Sinking Fund .................................................		There will be no sinking fund for the Notes.

S-22

Table Of Contents


Trustee ...........................................................		We will issue the Notes under the indenture dated August 26, 2009 (as amended and supplemented from time to time, the “Base Indenture”), as supplemented and amended by a forty-second supplemental indenture, which is expected to be entered into on the Issue Date, with The Bank of New York Mellon, London Branch, as trustee (the Base Indenture, together with the forty-second supplemental indenture, the “Indenture”).

Paying Agent .................................................		HSBC Bank USA, National Association, or its successor appointed by us pursuant to the Indenture.

Calculation Agent .........................................		HSBC Bank USA, National Association, or its successor appointed by us, pursuant to a calculation agent agreement expected to be entered into on the Issue Date.

Use of Proceeds .............................................		We expect to use the proceeds from the sale of the Notes for general corporate purposes.

Conflicts of Interest ......................................		HSI is an affiliate of HSBC Holdings, and, as such, is deemed to have a “conflict of interest” under FINRA Rule 5121. Accordingly, the offering of the Notes is being conducted in compliance with the requirements of FINRA Rule 5121 (addressing conflicts of interest when distributing the securities of an affiliate), as administered by the Financial Industry Regulatory Authority (“FINRA”). Neither HSI nor any of our other affiliates will sell any Notes into any of its discretionary accounts without the prior specific written approval of the accountholder.

Minimum Denominations ............................		The Notes will be issued only in registered form in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof.

Business Day ..................................................		A day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in London, England, and in the City of New York, United States.

Governing Law ..............................................		The Indenture and the Notes will be governed by, and construed in accordance with, the laws of the State of New York except that the waiver of set-off provisions of the Indenture and the Notes (see “Description of Debt Securities—No Right of Set-Off by Holders” in the accompanying prospectus) will be governed by, and construed in accordance with, the laws of England and Wales. Any legal proceedings arising out of, or based upon, the Indenture or the Notes may be instituted in any state or federal court in the City of New York, United States.

S-23

Table Of Contents

RISK FACTORS

An investment in the Notes involves significant risk. Accordingly, you should consider carefully all of the

information set forth in, or incorporated by reference into, this prospectus supplement and the accompanying

prospectus, before you decide to invest in the Notes. Terms which are defined in “Description of the Notes” included

in this prospectus supplement beginning on page S-40 have the same meaning when used in this section.

Risks Relating to HSBC’s Business

For information on risks relating to HSBC’s business, you should read the risks described in the 2025 Form

20-F, including the section entitled “Risk factors” on pages 126 through 137, Note 28 (Provisions) and Note 35

(Legal proceedings and regulatory matters) to the consolidated financial statements included therein on pages 358

through 359 and 369 through 371, respectively, the risks described in the 2026 Q1 Earnings Release, in the section

entitled “Risk” on pages 36 through 50, the risks described in the 2026 Interim Report, including the sections

entitled “Risk overview” and “Risk” on pages 18 through 19 and pages 45 through 77, respectively, Note 11

(Provisions) and Note 13 (Legal proceedings and regulatory matters) to the interim condensed consolidated

financial statements included therein on pages 97 and 97 through 100, respectively, and the risks described in the

2026 Q3 Earnings Release, in the section entitled “Risk” on pages 44 through 57, which are incorporated by

reference in this prospectus supplement, and/or similar disclosure in subsequent filings incorporated by reference in

this prospectus supplement.

Risks Relating to the Notes

Under the terms of the Notes, you will agree to be bound by the exercise of any UK bail-in power by the relevant

UK resolution authority.

You will agree to be bound by the exercise of any UK bail-in power (as defined under “Description of the

Notes—Definitions”) and you should consider the risk that you may lose all of your investment, including the

principal amount plus any accrued interest, if the UK bail-in power is acted upon or that any remaining outstanding

Notes or securities into which the Notes are converted, including our ordinary shares, may be of little value at the

time of conversion and thereafter (as described under “—Risks Relating to the Notes—The Notes are the subject of

the UK bail-in power, which may result in your Notes being written down to zero or converted into other securities,

including unlisted equity securities”).

Specifically, by your acquisition of the Notes, you (which, for these purposes, includes each beneficial

owner) will acknowledge, accept, consent and agree, notwithstanding any other term of the Notes, the Indenture or

any other agreements, arrangements or understandings between us and you, to be bound by (a) the effect of the

exercise of any UK bail-in power by the relevant UK resolution authority (as defined under “Description of the

Notes—Agreement with Respect to the Exercise of UK Bail-in Power”); and (b) the variation of the terms of the

Notes 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 (as defined under “Description of the Notes—

Agreement with Respect to the Exercise of UK Bail-in Power”) 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. Moreover, you (which, for these

purposes, includes each beneficial owner) will consent to the exercise of any UK bail-in power as it may be imposed

without any prior notice by the relevant UK resolution authority of its decision to exercise such power with respect

to the Notes. For more information, see “Description of the Notes—Agreement with Respect to the Exercise of UK

Bail-in Power.”

The Notes are the subject of the UK bail-in power, which may result in your Notes being written down to zero or

converted into other securities, including unlisted equity securities.

On January 1, 2015, the UK Banking Act 2009, as amended (the “Banking Act”), and other primary and

secondary legislative instruments were amended to give effect to the EU Bank Recovery and Resolution Directive

(“BRRD”) in the UK. The stated aim of BRRD is to provide supervisory authorities, including (at the time) the

S-24

Table Of Contents

relevant UK resolution authority, with common tools and powers to address banking crises pre-emptively in order to

safeguard financial stability and minimize taxpayers’ contributions to bank bail-outs and/or exposure to losses.

As the parent company of a UK bank, we are subject to the Banking Act, which gives wide powers in respect of

UK banks and their parent and other group companies to His Majesty’s Treasury (“HM Treasury”), the Bank of

England (the “BoE”), the PRA and the Financial Conduct Authority (the “FCA”) in circumstances where a UK bank

has encountered or is likely to encounter financial difficulties.

As a result, the Notes are subject to existing UK bail-in powers under the Banking Act and may be subject to

future UK bail-in powers under existing or future legislative and regulatory proposals. In particular, the Banking Act

was amended to implement a “bail-in” tool, which may be exercised by the BoE (as a relevant UK resolution

authority), forms part of the UK bail-in power and may result in the Notes being partially or fully written down or

converted to other securities, including ordinary shares.

Where the conditions for resolution exist, the BoE may use the bail-in tool (individually or in combination with

other resolution tools) to cancel all or a portion of the principal amount of, or interest on, certain unsecured liabilities

of a failing financial institution and/or convert certain debt claims into another security, including ordinary shares of

the surviving entity. In addition, the BoE may use the bail-in tool to, among other things, replace or substitute the

issuer as obligor in respect of debt instruments, modify the terms of debt instruments (including altering the maturity

(if any) and/or the amount of interest payable and/or imposing a temporary suspension on payments), discontinue

the listing and admission to trading of financial instruments and/or transfer securities of the relevant financial

institution to a third party appointed by the BoE. The BoE must apply the bail-in tool in accordance with a specified

preference order. In particular, the Banking Act requires resolution authorities to write-down or convert debts in the

following order: (i) additional tier 1 instruments, (ii) tier 2 instruments, (iii) other subordinated claims that do not

qualify as additional tier 1 or tier 2 instruments and (iv) certain senior claims. Although the bail-in tool has a

safeguard designed to leave no creditor worse off than in the case of insolvency, due to the discretion afforded to the

BoE, the claims of some creditors whose claims would rank equally with yours may be excluded from being subject

to the bail-in tool. The greater number of such excluded creditors there are, the greater the potential impact of the

bail-in tool on other creditors who have not been excluded (which may include you).

As a result, the Notes, which are subject to the bail-in tool, will be written down or converted to other securities,

including ordinary shares, if the reduction of additional tier 1 instruments, tier 2 instruments and subordinated claims

that do not qualify as an additional tier 1 or tier 2 instrument, does not sufficiently reduce the aggregate amount of

liabilities that must be written down or converted to prevent the HSBC Group’s failure.

Moreover, to the extent the UK bail-in power is exercised pursuant to the Banking Act or otherwise, any

securities issued upon conversion of your Notes may not meet the listing requirements of any securities exchange,

and our outstanding listed securities may be delisted from the securities exchanges on which they are listed. Any

securities you receive upon conversion of your Notes (whether debt or equity) may not be listed for at least an

extended period of time, if at all, or may be on the verge of being delisted by the relevant exchange, including, for

example, our American depositary receipts listed on the New York Stock Exchange, or our ordinary shares listed on

the London Stock Exchange or otherwise. Additionally, there may be limited, if any, disclosure with respect to the

business, operations or financial statements of the issuer (which may be an entity other than HSBC Holdings) of any

securities issued upon conversion of your Notes, or the disclosure with respect to any existing issuer may not be

current to reflect changes in the business, operations or financial statements as a result of the exercise of the UK

bail-in power.

Moreover, the exercise of the UK bail-in power and/or other actions implementing the UK bail-in power may

require interests in the Notes to be held or taken, as the case may be, including through clearing systems,

intermediaries or persons other than DTC. Notably, in some circumstances, the BoE may decide to apply a deferred

bail-in, where liabilities are not written down at the start of the resolution but are transferred to a depositary to hold

during the bail-in period, with the terms of the write-down being determined at a later point in the bail-in period.

Furthermore, the trustee may be unwilling to continue serving in its capacity as trustee for the Notes, subject to the

terms of the Indenture. As a result, there may not be an active market for any securities you may hold after the

exercise of the UK bail-in power.

S-25

Table Of Contents

You should consider the risk that you may lose all of your investment, including the principal amount plus

any accrued interest, if the UK bail-in power is acted upon or that any remaining outstanding Notes or securities into

which your Notes are converted, including our ordinary shares, may be of little value at the time of conversion and

thereafter. In addition, trading behavior, including prices and volatility, may be affected by the threat of bail-in and,

as a result, your Notes are not necessarily expected to follow the trading behavior associated with other types of

securities. See also “—Risks Relating to the Notes—Other powers contemplated by the Banking Act may affect your

rights under, and the value of your investment in, the Notes.”

Your rights may be limited in respect of the exercise of the UK bail-in power by the relevant UK resolution

authority.

There may be limited protections, if any, that will be available to holders of securities subject to the UK bail-in

power (including the Notes) and to the broader resolution powers of the relevant UK resolution authority. For

example, although under the Banking Act, the BoE’s resolution instrument with respect to the exercise of the bail-in

tool must set out the provisions allowing for securities to be transferred, cancelled or modified (or any combination

of these), the resolution instrument may make any other provision that the BoE considers to be appropriate in

exercising its specific powers. Such other provisions are expected to be specific and tailored to the circumstances

that have led to the exercise of the bail-in tool under the Banking Act and there is uncertainty as to the extent to

which usual processes or procedures under English law will be available to holders of securities (including the

Notes). Accordingly, you may have limited or circumscribed rights to challenge any decision of the BoE or other

relevant UK resolution authority to exercise its UK bail-in power (or any of its other resolution powers) or to have

that decision reviewed by a judicial or administrative process or otherwise.

Other powers contemplated by the Banking Act may affect your rights under, and the value of your investment in,

the Notes.

In addition to the bail-in tool, the Banking Act includes powers to (a) transfer all or some of the securities issued

by a UK bank or its parent, or all or some of the property, rights and liabilities of a UK bank or its parent (which

would include the Notes), to a commercial purchaser or, in the case of securities, into temporary public ownership

(to HM Treasury or an HM Treasury nominee), or, in the case of property, rights or liabilities, to a bridge bank (an

entity owned by the BoE); (b) together with another resolution tool only, transfer impaired or problem assets to one

or more publicly owned asset management vehicles to allow them to be managed with a view to maximizing their

value through eventual sale or orderly wind-down; (c) override any default provisions, contracts or other

agreements, including provisions that would otherwise allow a party to terminate a contract or accelerate the

payment of an obligation; (d) commence certain insolvency procedures in relation to a UK bank; and (e) override,

vary or impose contractual obligations, for reasonable consideration, between a UK bank or its parent and its group

undertakings (including undertakings which have ceased to be members of the group), in order to enable any

transferee or successor bank of the UK bank to operate effectively.

The Banking Act also gives power to HM Treasury to make further amendments to the law for the purpose of

enabling it to use these powers effectively, potentially with retrospective effect.

The powers set out in the Banking Act could affect how credit institutions (and their parent companies) and

investment firms are managed as well as, in certain circumstances, the rights of creditors. Accordingly, the taking of

any actions contemplated by the Banking Act may affect your rights under the Notes, and the value of your Notes

may be affected by the exercise of any such powers or threat thereof.

The circumstances under which the relevant UK resolution authority would exercise its UK bail-in power or other

resolution tools under the Banking Act or future legislative or regulatory proposals are uncertain, which may

affect the value of your Notes.

There remains significant uncertainty regarding the ultimate nature and scope of the resolution powers under the

Banking Act (and such significant uncertainty may exist with respect to any other resolution powers or tools enacted

under future legislative or regulatory proposals), as well as the manner in which such powers would affect us and

our securities (including the Notes) if such powers were exercised.

S-26

Table Of Contents

For example, although the exercise of the bail-in tool and other resolution tools under the Banking Act are

subject to certain pre-conditions thereunder, there remains uncertainty regarding the specific factors (including, but

not limited to, factors outside our control or not directly related to us) which the BoE would consider in deciding

whether to exercise such powers with respect to us or our securities (including the Notes). In particular, because the

Banking Act allows for the BoE to exercise its discretion in choosing which resolution tool or tools to apply, it will

be difficult to predict whether the exercise of the BoE’s resolution powers with respect to any of our securities will

result in a principal write-off or conversion to equity. You may not be able to refer to publicly available criteria in

order to anticipate a potential exercise of any such resolution powers and consequently its potential effect on us or

the Notes.

Accordingly, it is not yet possible to assess the full impact of the exercise of the UK bail-in power pursuant to

the Banking Act or otherwise on us, and there can be no assurance that the taking of any actions contemplated

therein would not adversely affect your rights, the price or value of your investment in the Notes and/or our ability

to satisfy our obligations under the Notes.

Your remedies under the Notes are limited.

The remedies under the Notes are more limited than those that may be available to some of our other

unsubordinated creditors.

There is no right of acceleration in the case of non-payment of principal and/or interest on the Notes or of

our failure to perform any of our obligations under or in respect of the Notes. Payment of the principal amount,

together with accrued and unpaid payments with respect to the outstanding Notes, may be accelerated only upon

certain events of a winding up, as described under “Description of Debt Securities—Senior Debt Securities—

Defaults and Events of Default” in the accompanying prospectus, and the sole remedy against us under the Indenture

for recovery of amounts owing in respect of any non-payment of any amount that has become due and payable under

the Notes is, subject to certain conditions and to the provisions described in “Description of Debt Securities—Senior

Debt Securities—Defaults and Events of Default” in the accompanying prospectus (including your right to institute

suit for the enforcement of any payment of the principal of, or interest on, the Notes on or after the due dates

thereof), for the trustee, in accordance with the Indenture, to institute proceedings in England (or such other

jurisdiction in which we may be organized, but not elsewhere) for our winding up.

Other changes in law may adversely affect your rights as a noteholder.

Changes in law after the date hereof may affect your rights as noteholder as well as the market value of the

Notes. Such changes in law may include changes in statutory, tax and regulatory regimes during the life of the

Notes, which may have an adverse effect on an investment in the Notes. Moreover, any change in law or regulation

that would cause the Notes to become fully or partially ineligible to count towards our and/or the HSBC Group’s

minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity could trigger a Loss

Absorption Disqualification Event (as defined under “Description of the Notes—Redemption—Redemption upon

Loss Absorption Disqualification Event”). In addition, any change in law or regulation that results in our having to

pay Additional Amounts to you could constitute a tax event that may entitle us to redeem the Notes in whole (but

not in part) in our sole discretion as more particularly described under “—Risks Relating to the Notes—We may

redeem the Notes at our option in certain situations” below and “Description of Debt Securities—Redemption” in

the accompanying prospectus.

In particular, the UK’s withdrawal from the EU continues to create significant political, regulatory and

macroeconomic uncertainty. For instance, while the UK’s withdrawal from the EU does not affect the validity of the

Banking Act (through which BRRD was implemented), UK and EU law have diverged with respect to certain

aspects of recovery and resolution, as well as regulatory capital requirements, and may diverge further, particularly

as a result of the enactment of the Financial Services and Markets Act 2023 on June 29, 2023, which gives HM

Treasury powers to revoke EU-derived laws (known as “retained EU laws” or “REUL” before the end of 2023 and

as of January 1, 2024, known as “assimilated law”) related to financial services (including the UK CRR) and replace

such assimilated law with a new UK legislative framework. Certain parts of the UK CRR have already been revoked

and replaced with PRA rules. The PRA has also published policy statements PS12/25 and PS3/26 in July 2025 and

S-27

Table Of Contents

January 2026, respectively, which contain the final policy in relation to the restatement and modification of the

remaining UK CRR provisions within the PRA rules. While certain proposed rules in PS12/25 (including those

relating to the definition of capital) came into force on January 1, 2026, the remaining rules are intended to take

effect from January 1, 2027. Additionally, HM Treasury made the Credit Institutions and Investment Firms

(Miscellaneous Definitions) (Amendment) Regulations 2026 on April 29, 2026. These regulations come into force

on January 1, 2027 and restate certain key definitions from UK CRR into UK legislation as a necessary pre-requisite

for the amendment of the overall banking prudential framework. In line with these statutory changes, on May 27,

2026, the PRA published PS14/26, which set out how certain defined terms in UK CRR would be restated in the

PRA Rulebook, with such changes to take effect from January 1, 2027.

Furthermore, on January 20, 2026, the PRA published final-form rules implementing the remaining elements of

the Basel III standards (“Basel 3.1”) as part of the PRA’s policy statement PS1/26. Implementation is scheduled for

January 1, 2027, with the market risk internal model approach delayed until January 1, 2028. Thereafter, it is

proposed that the full extent of the output floor – a key component of the package – would be phased in over 3 years.

Separately, on May 28, 2026, the PRA published policy statement PS15/26, setting out its final policy following the

first phase of its review of Pillar 2A methodologies. PS15/26 replaces the PRA’s existing benchmarking

methodology for assessing potential credit risk underestimation under the Standardised Approach with new

systematic methodologies for certain exposures to central governments and central banks, regional governments and

local authorities, and retail unconditionally cancellable commitments, and revises the PRA’s expectations regarding

firms’ assessment of idiosyncratic credit risk. PS15/26 also makes certain clarifications and changes to the PRA’s

approach to assessing operational risk, pension obligation risk, and market risk and counterparty credit risk for Pillar

2A purposes. The final policy and rules in PS15/26 are scheduled to take effect on January 1, 2027, the same date as

the implementation of the remaining Basel 3.1 standards. These changes could affect the level of Pillar 2A capital

that we are required to hold.

Such regulatory changes and the resulting actions taken to address them may include higher capital and

additional loss absorbency requirements and increased powers of competent authorities which together may have an

adverse impact on the HSBC Group’s, and may therefore affect our, performance and financial condition. It is not

possible to predict changes to legislation or regulatory rulemaking or the ultimate consequences of any such changes

to the HSBC Group or the noteholders, which could be material to the rights of noteholders and/or our ability to

satisfy our obligations under the Notes.

Such legislative and regulatory uncertainty could also affect the liquidity of the Notes and/or your ability to

accurately value them, and, therefore, affect the trading price of the Notes given the extent and impact on the Notes

that one or more regulatory or legislative changes, including those described under “—Risks Relating to the Notes—

The circumstances under which the relevant UK resolution authority would exercise its UK bail-in power or other

resolution tools under the Banking Act or future legislative or regulatory proposals are uncertain, which may affect

the value of your Notes,” could have on the Notes.

We may redeem the Notes at our option in certain situations.

We may, in our sole discretion, redeem the Notes pursuant to a Par Redemption (as defined below), in

whole but not in part, on the applicable Par Redemption Date at a redemption price equal to 100% of their principal

amount plus any accrued and unpaid interest to (but excluding) the applicable Par Redemption Date, in each case on

the terms and subject to the provisions set forth under “Description of the Notes––Redemption.” We may also, in

our sole discretion, redeem the Notes during the applicable Make-Whole Redemption Period, 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) a make-whole price calculated as set forth under “Description of the Notes––Redemption––Make-Whole

Redemption” (in each case, plus any accrued and unpaid interest on the Notes to be redeemed to (but excluding) the

applicable redemption date). In addition, following the occurrence of a Loss Absorption Disqualification Event, we

may, in our sole discretion, redeem the Notes in whole, but not in part, at a redemption price equal to 100% of their

principal amount, plus any accrued and unpaid interest to (but excluding) the applicable redemption date (on the

terms and subject to the provisions set forth under “Description of the Notes—Redemption”). Moreover, we may

redeem the Notes at any time in whole (but not in part) in our sole discretion upon the occurrence of certain tax

S-28

Table Of Contents

events, as more particularly described under “Description of the Notes—Redemption” and “Description of Debt

Securities— Redemption” in the accompanying prospectus. Certain of such tax events may occur at any time after

the Issue Date and it is therefore possible that we would be able to redeem the Notes at any time after the Issue Date.

Our optional redemption may limit the market value of the Notes to the redemption price during the period

shortly before the relevant redemption date. Additionally, if we redeem the Notes in any of the circumstances

mentioned above, you may not be able to reinvest the redemption proceeds in securities offering a comparable yield.

In addition, we may only redeem or purchase the Notes prior to the Maturity Date if we have obtained any

Relevant Supervisory Consent (if and to the extent that such consent is then required by the Loss Absorption

Regulations), regardless of whether such redemption or purchase would be favorable to you (see “Description of the

Notes—Redemption”).

We may issue securities pari passu with the Notes and/or secured debt.

There is no restriction on the amount of securities that we may issue, incur or guarantee that rank pari passu

with the Notes. In particular, we are subject to total loss absorbing capacity (“TLAC”) requirements applicable to

global systemically important banks (“G-SIBs”) set out in the Bank of England’s statement of policy on its approach

to setting MREL (the “MREL SoP”), which implement the FSB final standards for TLAC requirements for G-SIBs.

The MREL SoP was most recently updated with effect from January 1, 2026 to incorporate the majority of TLAC

rules that were previously set out in the UK CRR. The MREL SoP also sets out internal MREL requirements that

apply to some of our UK subsidiaries. Following an earlier revocation of Article 92b of UK CRR on January 1,

2024, the Bank of England is no longer subject to the European Union’s decision to apply a fixed internal TLAC

requirement of 90% of (hypothetical) external TLAC and will be free to use its discretion to set internal TLAC

within the range of 75-90%, consistent with the FSB standards.

For more information on the requirements concerning MREL/TLAC applicable to us, see pages 111

through 116 in the 2025 Form 20-F. Furthermore, the terms of the Indenture permit us (and our subsidiaries) to incur

additional debt, including secured debt. The Notes will be effectively subordinated to any indebtedness or other

liabilities of our subsidiaries (see “—Risks Relating to the Notes—Our holding company structure may mean that

our rights to participate in assets of any of our subsidiaries upon its liquidation may be subject to prior claims of

some of its creditors, including when we have loaned or otherwise advanced the proceeds received from the

issuance of the Notes to such subsidiary”) and to any of our indebtedness that is secured by property or assets to the

extent of the value of the property or assets securing such indebtedness.

In the event of our winding up, holders of Notes may recover from the value of our assets to satisfy their claims

only after our secured creditors have been paid in full. In addition, the claims of creditors holding securities that rank

pari passu with the Notes may reduce the amount recoverable by holders of Notes. Therefore, holders of Notes may

lose all or some of their investment in the Notes in the event of our winding up. In addition, the Notes do not contain

any restriction on us issuing securities that may have preferential rights to the Notes or securities with similar or

different provisions to those described herein.

Our holding company structure may mean that our rights to participate in assets of any of our subsidiaries upon

its liquidation may be subject to prior claims of some of its creditors, including when we have loaned or otherwise

advanced the proceeds received from the issuance of the Notes to such subsidiary.

The Notes are our obligations exclusively and are not guaranteed by any person, including any of our

subsidiaries. We are a non-operating holding company and, as such, our principal source of income is derived from

our operating subsidiaries that hold the principal assets of the HSBC Group. As a separate legal entity, we rely on,

among other things, remittance of our subsidiaries’ loan and debt securities interest payments and dividends in order

to be able to meet our obligations to you as they fall due. The ability of our subsidiaries and affiliates to pay

dividends and (in certain circumstances) interest payments could be restricted by changes in regulation, statutory/

contractual restrictions, exchange controls, tax laws and other requirements, which may, in turn, restrict our ability

to pay any amounts due under the Notes.

S-29

Table Of Contents

In addition, because we are a holding company, our rights to participate in the assets of any subsidiary if it is

liquidated will be subject to the prior claims of its creditors and any preference shareholders, except to the extent

that we may be a creditor with recognized claims ranking ahead of or pari passu with such prior claims against the

subsidiary.

We also have absolute discretion as to how we make our investments in, or advance funds to, our subsidiaries,

including any proceeds of issuances of debt securities, such as the Notes, and as to how we may restructure existing

investments and funding in the future (which restructuring may be implemented without prior notification to you).

The ranking of our claims in respect of such investments and funding in the event of the liquidation of a subsidiary,

and their treatment in resolution, will depend in part on their form and structure and the types of claim to which they

give rise. The purposes of such investments and funding, and any such restructuring, may include, among other

things, the provision of different amounts or types of capital or funding to particular subsidiaries, including for the

purposes of meeting regulatory requirements, such as the implementation of the MREL requirements or any

equivalent requirements imposed by the BoE, and the FSB’s minimum TLAC requirements, in respect of such

subsidiaries, which may require funding to be made on a subordinated basis, or the implementation of the Basel 3.1

requirements. See pages 111 through 112 and 115 through 116 in the 2025 Form 20-F.

In addition, the terms of some loans or investments in capital instruments issued by our subsidiaries may

contain contractual mechanisms that, upon the occurrence of a trigger related to the prudential or financial condition

of such subsidiary, would result in a write-down of the claim or a change in the ranking and type of claim that we

have against such subsidiary. The regulatory framework applicable to our subsidiaries may also provide statutory

powers to regulatory authorities to write-down or convert such loans or investments to equity depending on the

prudential or financial condition of the subsidiary. In addition, such loans to and investments in our subsidiaries may

also be subject to the exercise of the UK bail-in power. See “—Risks Relating to the Notes— The Notes are the

subject of the UK bail-in power, which may result in your Notes being written down to zero or converted into other

securities, including unlisted equity securities.” Any changes in the legal or regulatory form or ranking of a loan or

investment could also affect its treatment in resolution.

If any of our subsidiaries were wound up, liquidated or dissolved (i) you would have no right to proceed against

the assets of such subsidiary and (ii) the liquidator of such subsidiary would first apply the assets of such subsidiary

to settle the claims of such subsidiary’s creditors and/or preference shareholders (including holders of such

subsidiary’s senior or subordinated debt, including eligible liabilities, tier 2 and additional tier 1 capital instruments,

all of which may include us) before we would be entitled to receive any distributions in respect of such subsidiary’s

ordinary shares. Similarly, if any of our subsidiaries were subject to resolution proceedings (i) you may have no

direct recourse against such subsidiary and (ii) you and we may also be exposed to losses pursuant to the exercise by

the relevant resolution authority of resolution powers (including any applicable bail-in power).

The Notes are not bank deposits.

An investment in the Notes is not equivalent to an investment in a bank deposit and carries risks that are very

different from the risk profile of such a deposit.

The issue price, interest rate and yield to maturity of the Notes are expected to reflect the additional risks

borne by investors therein when compared to those of depositors. For example, the Notes do not benefit from any

protection provided pursuant to the UK law which implemented the EU Deposit Guarantee Scheme Directive

(2014/49/EU), such as the UK Financial Services Compensation Scheme. Therefore, if we become insolvent or

default on our obligations, investors could lose their entire investment. Additionally, given that the Notes are not

bank deposits, they would be subject to the bail-in tool before it is applied to bank deposits (to the extent that such

deposits are subject to the bail-in tool at all). See “—Risks Relating to the Notes—The Notes are the subject of the

UK bail-in power, which may result in your Notes being written down to zero or converted into other securities,

including unlisted equity securities.”

S-30

Table Of Contents

The Notes constitute a new issue of securities by us and we cannot guarantee that an active public market for the

securities will develop or be sustained.

The Notes will constitute a new issue of securities by us. Prior to our present issuance of Notes, there will

have been no public market for the Notes. Even though the Notes are expected to have greater liquidity than a bank

deposit given that bank deposits are generally not transferable, there can be no assurance that an active public market

for the Notes will develop. See “—Risks Relating to the Notes—The Notes are not bank deposits.” Although we will

apply for the Notes to be listed on the New York Stock Exchange, there can be no assurance that an active public

market for the Notes will develop and, if such a market were to develop, we and the underwriters are under no

obligation to maintain such a market. In addition, the ability of the underwriters to make a market in the Notes may

be impacted by changes in regulatory requirements applicable to the marketing, holding and trading of, and issuing

quotations with respect to, the Notes. The liquidity and the market prices for the Notes can be expected to vary with

changes in market and economic conditions and our financial condition and prospects and other factors that

generally influence the market prices of securities.

Our credit ratings may not reflect all risks of an investment in the Notes, and changes to any credit rating

assigned to us or the Notes may affect the market value of the Notes.

Our credit ratings or those assigned to the Notes may not reflect the potential impact of all risks related to

structure and other factors on any trading market for, or market value of, the Notes. A credit rating is not a

recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time in

its sole discretion.

Any rating assigned to us or the Notes may be withdrawn entirely by a credit rating agency, may be suspended

or may be lowered, if, in that credit rating agency’s judgment, circumstances relating to the basis of the rating so

warrant. Moreover, the rating agencies that currently, or may in the future, publish a rating for us or the Notes may

change the methodologies that they use for analyzing securities with features similar to the Notes. Ratings may be

impacted by a number of factors that can change over time, including the credit rating agency’s assessment of: (i)

our strategy and management’s capability; (ii) our financial condition, including in respect of capital, funding and

liquidity; (iii) competitive, economic, legal and regulatory conditions in our key markets, including those markets

where we have large exposures or on which our operating results, including revenues, are substantially dependent;

(iv) the level of political support for the industries in which we operate; (v) legal and regulatory frameworks

affecting our legal structure, business activities and the rights of our creditors; and (vi) the impact of the current

macroeconomic environment, the Russia-Ukraine war (including hybrid attacks across Europe attributed to Russia),

the conflict in the Middle East, or any potential military action or conflict elsewhere.

There can be no assurance that the rating agencies will maintain the current ratings or outlook assigned to us or

the Notes.

Real or expected downgrades, suspensions or withdrawals of credit ratings assigned to us or the Notes could

cause the liquidity or trading prices of the Notes to decline significantly. Additionally, any uncertainty about the

extent of any anticipated changes to the credit ratings assigned to us or the Notes may adversely affect the market

value of the Notes.

You may not be entitled to receive U.S. dollars in a winding up.

If you are entitled to any recovery with respect to the Notes in any winding up, you might not be entitled in

those proceedings to a recovery in U.S. dollars and might be entitled only to a recovery in pounds sterling or any

other lawful currency of the UK. In addition, under current English law, our liability to you would have to be

converted into pounds sterling or any other lawful currency of the UK at a date close to the commencement of

proceedings against us and you would be exposed to currency fluctuations between that date and the date you

receive proceeds pursuant to such proceedings, if any.

S-31

Table Of Contents

We or our affiliates may publish research that could affect the market value of the Notes.

We or one or more of our affiliates may, at present or in the future, publish research reports with respect to

SOFR, movements in interest rates, or the transition from interbank offered rates to alternative reference rates. This

research is modified from time to time without notice and may express opinions or provide recommendations that

are inconsistent with purchasing or holding the Notes. Any of these activities may affect the market value of the

Notes.

Risks Relating to the Benchmark

The market continues to develop in relation to SOFR.

For each Floating Rate Interest Period, the interest rate on the Notes is based on a daily compounded SOFR rate

calculated using the formula described in “Description of the Notes” below.

There currently is no uniform market convention with respect to the calculation of daily compounded SOFR or

SOFR generally. Market terms for debt securities indexed to SOFR, such as the spread over the index reflected in

interest rate provisions and the formula and related conventions described in “Description of the Notes” below to

calculate Compounded Daily SOFR for the Notes, may evolve over time, and trading prices of the Notes may be

lower than those of later-issued SOFR-linked debt securities which contain more settled and different market terms

as a result. In particular, HSBC may in the future also issue securities referencing SOFR that differ materially in

terms of interest determination when compared with any previous SOFR-referenced securities, including the Notes.

Any such issuance, together with the development of SOFR as an interest reference rate, the continued development

of other SOFR-based rates (such as weighted average SOFR and term SOFR) and market infrastructure for adopting

such rates, could result in reduced liquidity or increased volatility or otherwise affect the market price of any

previous SOFR-referenced securities, including the Notes. The manner of adoption or application of SOFR-based

rates in one market may differ materially compared with the application and adoption of SOFR-based rates in other

markets, such as the derivatives and loan markets, including the manner of adoption or application by HSBC.

Investors should consider how any mismatch between applicable conventions for the use of SOFR-based

reference rates across these markets may impact any hedging or other financial arrangements that they may put in

place in connection with any acquisition, holding or disposal of the Notes.

Historical levels of SOFR are not an indication of its future levels.

The NY Federal Reserve began to publish SOFR in April 2018 and has published modeled, pre-publication

estimates of SOFR going back to 2014. Such pre-publication estimates inherently involve assumptions, estimates

and approximations. Hypothetical or historical performance data and trends are not indicative of, and have no

bearing on, the potential performance of SOFR and therefore you should not rely on any such data or trends as an

indicator of future performance. Since the initial publication of SOFR, daily changes in the rate have, on occasion,

been more volatile than daily changes in comparable benchmark or market rates. As a result, the return on and value

of SOFR-linked debt securities may fluctuate more than floating rate debt securities that are linked to less volatile

rates. The future performance of SOFR is impossible to predict, and therefore no future performance of SOFR

should be inferred from any hypothetical or historical data or trends.

Calculation of Compounded Daily SOFR includes certain delays which will limit your ability to calculate accrued

interest with respect to any period.

Because SOFR in respect of a given day is not published until the USGS Business Day immediately following

such day, it is not possible to calculate accrued interest with respect to any period until after the end of such period,

which may adversely affect your ability to trade the Notes in the secondary market.

Interest payments due on the Notes in respect of each Floating Rate Interest Period will be determined only after

the end of the related Observation Period. Therefore, holders of the Notes will not know the amount of interest

payable with respect to each Floating Rate Interest Period until shortly prior to the related Floating Rate Period

Interest Payment Date. It may be difficult for investors to estimate reliably the amounts of interest that will be

S-32

Table Of Contents

payable on each such Floating Rate Period Interest Payment Date at the beginning of or during the relevant Floating

Rate Interest Period, which could adversely impact the liquidity and trading price of the Notes.

Because of the delay between the end of an Observation Period and the related Floating Rate Period Interest

Payment Date, increases in the level of SOFR which occur during such period will not be reflected in the interest

payable on such Floating Rate Period Interest Payment Date and any such increase will instead be reflected in the

following Floating Rate Interest Period. In the case of the final Floating Rate Interest Period, noteholders will not

receive the benefit of any increase in the level of SOFR on any date occurring between the end of the related

Observation Period and the Maturity Date (or other date of redemption or repayment).

SOFR differs fundamentally from, and may not be a comparable substitute for, U.S. dollar LIBOR.

The composition and characteristics of SOFR are not the same as those of U.S. dollar London interbank offered

rate (“LIBOR”), and the performance of the Notes is not expected to be comparable to LIBOR-linked securities.

SOFR is a broad Treasury repo financing rate that represents overnight secured funding transactions and is not the

economic equivalent of U.S. dollar LIBOR. While SOFR is a secured rate, U.S. dollar LIBOR was an unsecured

rate. While Compounded Daily SOFR is a backward-looking rate based on an overnight rate, U.S. dollar LIBOR

was a forward-looking rate that represented interbank funding for a specified term. As a result, there can be no

assurance that SOFR, or SOFR-based securities such as the Notes, will perform in the same way as U.S. dollar

LIBOR, or LIBOR-based securities, would have at any time, including, without limitation, as a result of changes in

interest and yield rates in the market, bank credit risk, market volatility or global or regional economic, financial,

political, regulatory, judicial or other events.

Compounded Daily SOFR will not be the SOFR rate published on or for a particular day during such Floating

Rate Interest Period or an average of SOFR rates during such Floating Rate Interest Period. If the SOFR rate for a

particular USGS Business Day during an Observation Period is negative, the inclusion of such SOFR value in the

calculation of Compounded Daily SOFR will reduce the interest rate and the interest payable for such Floating Rate

Interest Period; provided that in no event will the interest payable on the Notes be less than zero.

SOFR may be modified or discontinued by its administrator.

The NY Federal Reserve (or a successor), as administrator of SOFR, may make methodological or other

changes that could change the value of SOFR, including changes related to the method by which SOFR is

calculated, eligibility criteria applicable to the transactions used to calculate SOFR, or timing related to the

publication of SOFR (which may include withdrawing, suspending or discontinuing the calculation or dissemination

of SOFR). The NY Federal Reserve may make any or all of these changes in its sole discretion and without notice,

and it has no obligation to consider the interests of holders of the Notes in calculating, withdrawing, modifying,

amending, suspending or discontinuing SOFR. Because SOFR is published by the NY Federal Reserve based on

data received from other sources, HSBC has no control over its determination, calculation or publication.

There can be no guarantee that SOFR will not be modified or discontinued in a manner that is materially

adverse to you. If the manner in which SOFR is calculated is changed or if SOFR is discontinued, that change or

discontinuance may result in a reduction or elimination of the amount of interest payable on the Notes and a

reduction in their trading prices.

Uncertainty relating to the regulation of benchmarks may adversely affect the value of the Notes.

SOFR and other interest rates or other types of rates and indices which are deemed to be “benchmarks” are the

subject of ongoing national and international regulatory discussions and proposals for reform. Some of these reforms

are already effective, while others are still to be implemented. Following the implementation of any such reforms,

the manner of administration of benchmarks, including SOFR, may change, with the result that they may perform

differently than in the past, or the benchmark could be eliminated entirely, or there could be other consequences that

cannot be predicted. Any of the foregoing may have an adverse effect on the value of the Notes.

S-33

Table Of Contents

Interest on the Notes during the applicable Floating Rate Period will be calculated using the Benchmark

Replacement if a Benchmark Transition Event occurs.

To the extent SOFR is discontinued or is no longer quoted, floating interest rates will be determined using

the alternative methods described under “Description of the Notes—Interest—Benchmark Transition Provisions.” In

particular, if we (in consultation, to the extent practicable, with the calculation agent) or our designee (in

consultation with us) determine that a Benchmark Transition Event and related Benchmark Replacement Date have

occurred, we (in consultation, to the extent practicable, with the calculation agent) or our designee (in consultation

with us) will use the Benchmark Replacement for the purposes of determining the floating interest rates, as well as

to make certain changes to the manner in which floating interest rates are calculated or determined (in consultation

with the calculation agent).

This Benchmark Replacement may result in interest payments that are lower than, or that do not otherwise

correlate over time with, the payments that would have been made on the Notes if SOFR was available in its current

form. Additionally, if SOFR is no longer calculated or administered and no Benchmark Replacement is calculated

(including because the same costs and risks that may lead to the discontinuation or unavailability of SOFR make the

Benchmark Replacement impossible or impracticable to determine), the floating interest rate on the Notes may

accrue at the same rate as the immediately preceding Floating Rate Interest Period (or, in the case of the initial

Floating Rate Interest Period, the applicable Initial Interest Rate), effectively converting the Notes, during the

relevant Floating Rate Period, into fixed rate instruments. Due to the uncertainty concerning the availability of

benchmark replacements, the relevant fallback provisions may not operate as intended at the relevant time. Any of

the foregoing may have an adverse effect on the value of the Notes.

The rate of interest on the Notes during the applicable Floating Rate Period may be determined by reference to a

Benchmark Replacement even if SOFR continues to be published.

If a Benchmark Transition Event and related Benchmark Replacement Date occur with respect to SOFR, the

rate of interest on the Notes during the applicable Floating Rate Period will thereafter be determined by reference to

the Benchmark Replacement. A Benchmark Transition Event includes, among other things, a public statement or

publication of information by the regulatory supervisor for the administrator of SOFR announcing that SOFR is no

longer representative. The rate of interest on the Notes may therefore cease to be determined by reference to SOFR,

and instead be determined by reference to the Benchmark Replacement, even if SOFR continues to be published.

Such rate may be lower than SOFR for so long as SOFR continues to be published, and the value of and return on

the Notes may be adversely affected.

Any Benchmark Replacement will likely be a relatively new market index that may be altered or discontinued.

The Benchmark Transition Provisions specify a “waterfall” of alternative rates that may become the Benchmark

Replacement. These alternative rates are uncertain and no market convention currently exists, or may ever exist, for

their determination. For example, the ISDA Fallback Rate, which is the rate referenced in the ISDA Definitions that

is to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable

tenor, has not been established as of the date hereof. Even after the ISDA Fallback Rate is initially determined,

ISDA Definitions and the ISDA Fallback Rate may change over time. Uncertainty surrounding the establishment of

market conventions related to the calculation of the ISDA Fallback Rate and other alternative rates, and whether any

of the alternative rates is a suitable replacement or successor for SOFR, may adversely affect the value of and return

on your Notes.

The Benchmark Transition Provisions provide for a Benchmark Replacement Adjustment to be added to the

Unadjusted Benchmark Replacement in order to make the Unadjusted Benchmark Replacement more comparable to

SOFR. However, such adjustment will not necessarily make the Unadjusted Benchmark Replacement equivalent to

SOFR. In particular, the Benchmark Replacement Adjustment may be a one-time adjustment, so such adjustment

above the applicable Unadjusted Benchmark Replacement may not respond to changes in unsecured bank credit risk

or other market conditions on a periodic basis.

Further, (i) any failure of the Benchmark Replacement to gain market acceptance could adversely affect the

Notes, (ii) the Benchmark Replacement may have a very limited history and the future performance of the

S-34

Table Of Contents

Benchmark Replacement may not be able to be predicted based on historical performance, (iii) the secondary trading

market for debt securities linked to the Benchmark Replacement may be limited and (iv) the administrator of the

Benchmark Replacement may make changes that could change the value of the Benchmark Replacement or

discontinue the Benchmark Replacement and would not have any obligation to consider the interests of noteholders

in doing so.

We or our designee (after consulting with us) may make determinations with respect to the Notes that could affect

the value of and return on the Notes.

We (in consultation, to the extent practicable, with the calculation agent) or our designee (in consultation

with us) may make certain determinations with respect to the Notes as further described in this prospectus

supplement that may adversely affect the value of and return on the Notes. In particular, if a Benchmark Transition

Event and related Benchmark Replacement Date occur, we (in consultation, to the extent practicable, with the

calculation agent) or our designee (in consultation with us) will determine the Benchmark Replacement and the

Benchmark Replacement Adjustment and can make Benchmark Replacement Conforming Changes in connection

with the implementation of the applicable Benchmark Replacement as described below under “Description of the

Notes—Interest—Benchmark Transition Provisions.” These determinations may require the exercise of discretion

and the making of subjective judgments (such as, for example, determining the occurrence or non-occurrence of a

Benchmark Transition Event).

Benchmark Replacements and Benchmark Replacement Adjustments may be selected or formulated by (i) the

Relevant Governmental Body (such as the Alternative Reference Rates Committee), (ii) ISDA, or (iii) in certain

circumstances, us (or one of our affiliates). In addition, the Benchmark Transition Provisions expressly authorize us

(in consultation, to the extent practicable, with the calculation agent) or our designee (in consultation with us) to

make Benchmark Replacement Conforming Changes with respect to, among other things, the determination of

Floating Rate Interest Periods and the timing and frequency of determining rates and making payments of interest; in

each case that we (in consultation, to the extent practicable, with the calculation agent) or our designee (in

consultation with us) determines, from time to time, to be appropriate to reflect the determination and

implementation of such Benchmark Replacement in a manner substantially consistent with market practice (or, if we

(in consultation, to the extent practicable, with the calculation agent) or our designee (in consultation with us)

decides that implementation of any portion of such market practice is not administratively feasible or determines that

no market practice for use of the Benchmark Replacement exists, in such other manner as we (in consultation, to the

extent practicable, with the calculation agent) or our designee (in consultation with us) determines is appropriate

(acting in good faith)).

Any determination, decision or election that may be made by us pursuant to the Benchmark Transition

Provisions will, if made by us, be made in consultation with the calculation agent, to the extent practicable, and, if

made by our designee, be made after consulting with us and, in each case, will become effective without consent

from the holders of the Notes or any other party. Any designee that we may appoint in connection with these

determinations may be our affiliate. When performing such functions, potential conflicts of interest may exist

between us, our designee or the calculation agent and holders of the Notes. All determinations by us (in consultation

with the calculation agent, to the extent practicable) or our designee (after consulting with us) will be conclusive for

all purposes and binding on us and holders of the Notes absent manifest error. In making these potentially subjective

determinations, we, our designee or the calculation agent may have economic interests that are adverse to your

interests, and such determinations may adversely affect the value of and return on the Notes. Because the

Benchmark Replacement is uncertain, we (in consultation, to the extent practicable, with the calculation agent) or

our designee (in consultation with us) are likely to exercise more discretion in respect of calculating interest payable

on the Notes during the applicable Floating Rate Period than would be the case in the absence of a Benchmark

Transition Event and related Benchmark Replacement Date. Neither they nor we will have any obligation to

consider your interests as a noteholder in taking any action that might affect the value of the Notes.

The application of a Benchmark Replacement and Benchmark Replacement Adjustment, and any

implementation of Benchmark Replacement Conforming Changes, could result in adverse consequences to the

amount of interest payable on the Notes, which could adversely affect the return on, value of and market for such

Notes. Further, there is no assurance that the characteristics of any Benchmark Replacement will be similar to the

S-35

Table Of Contents

then-current Benchmark that it is replacing, or that any Benchmark Replacement will produce the economic

equivalent of the then-current Benchmark that it is replacing.

S-36

Table Of Contents

HSBC HOLDINGS PLC

HSBC is one of the largest banking and financial services organizations in the world. As of September 30, 2026,

HSBC had total assets of US$3,444,821 million and total shareholders’ equity of US$195,875 million. For the nine-

month period ended September 30, 2026, HSBC’s operating profit was US$26,929 million. HSBC had a UK CRR

common equity tier 1 ratio of 13.9% as of September 30, 2026. Effective January 1, 2025, the IFRS 9 transitional

arrangements came to an end. Accordingly, HSBC’s UK CRR common equity tier 1 ratio figures as of September

30, 2026 are the same on both a transitional and on a non-transitional basis.

Headquartered in London, HSBC operates through an international network in 56 countries and territories.

Within these regions, a comprehensive range of banking and related financial services is offered to personal,

commercial, corporate, institutional, investment and private banking clients.

S-37

Table Of Contents

USE OF PROCEEDS

We expect to use the proceeds from the sale of the Notes for general corporate purposes.

S-38

Table Of Contents

CONSOLIDATED CAPITALIZATION AND INDEBTEDNESS OF HSBC HOLDINGS PLC

The following table shows the share capital position of HSBC Holdings plc and its consolidated capitalization

and indebtedness as of June 30, 2026. This table should be read in conjunction with the 2026 Interim Report:


	As of June 30, 2026 in US$m
Share capital of HSBC Holdings plc
Ordinary shares (of nominal value US$0.50 each) ..........................................................................	8,592
Preference shares (of nominal value £0.01 each) .............................................................................	–
HSBC Group Equity
Called up share capital .....................................................................................................................	8,592
Share premium account ....................................................................................................................	245
Other equity instruments ..................................................................................................................	23,708
Other reserves ...................................................................................................................................	(3,449)
Retained earnings .............................................................................................................................	167,586
Total shareholders’ equity ............................................................................................................	196,682
Non-controlling interests ..................................................................................................................	399
Total equity ....................................................................................................................................	197,081
HSBC Group Indebtedness
Debt securities in issue .....................................................................................................................	105,027
Trading liabilities—Debt securities in issue ....................................................................................	62
Debt securities in issue designated at fair value ...............................................................................	126,187
Subordinated liabilities .....................................................................................................................	36,907
Total indebtedness .........................................................................................................................	268,183
Total Capitalization and Indebtedness ............................................................................................	465,264

As of October 28, 2026, (a) 117,288 ordinary shares of US$0.50 each have been issued since June 30, 2026 as a

result of shares issued pursuant to exercises of employee share options and share plans and (b) 48,657,102 ordinary

shares of US$0.50 each were repurchased and cancelled under the HSBC Holdings buy-back which commenced on

August 6, 2026 and concluded on September 28, 2026.

There is one Series A sterling preference share in issue.

As of June 30, 2026, other equity instruments in issue comprised 16 outstanding series of contingent capital

securities, each issued by HSBC Holdings. As of September 28, 2026, the total amount of other equity instruments

in issue decreased by US$1,324 million, reflecting the redemption of the outstanding £1,000 million 5.875%

Perpetual Subordinated Contingent Convertible Securities (Callable September 28, 2026 and Every Five Years

Thereafter).

As of June 30, 2026, HSBC had other liabilities of US$2,972,897 million and contingent liabilities and

contractual commitments of US$1,172,994 million (including guarantees of US$125,608 million).

As of July 24, 2026, the total carrying amount of debt securities in issue decreased by US$1,324 million,

reflecting the redemption of the outstanding £1,000 million 1.750% Fixed Rate/Floating Rate Senior Unsecured

Notes due 2027. As of August 14, 2026, the total carrying amount of debt securities in issue decreased by US$3,000

million, reflecting the redemption of the outstanding US$2,300 million 5.887% Fixed Rate/Floating Rate Senior

Unsecured Notes due 2027 and US$700 million Floating Rate Senior Unsecured Notes due 2027. As of August 14,

2026, the total carrying amount of debt securities in issue increased by US$6,750 million, reflecting the sale of

US$2,500 million 5.243% Fixed Rate/Floating Rate Senior Unsecured Notes due 2032, US$3,250 million 5.729%

Fixed Rate/Floating Rate Senior Unsecured Notes due 2037, and US$1,000 million Floating Rate Senior Unsecured

Notes due 2032 and application of the proceeds therefrom. As of August 17, 2026, the total carrying amount of debt

S-39

Table Of Contents

securities in issue decreased by US$4,894.784 million, reflecting the acceptance for tender and cancellation of

US$1,518.795 million 2.013% Fixed Rate/Floating Rate Senior Unsecured Notes due 2028, US$973.368 million

7.390% Fixed Rate/Floating Rate Senior Unsecured Notes due 2028, US$1,000 million 5.597% Fixed Rate/Floating

Rate Senior Unsecured Notes due 2028 and US$1,402.621 million 4.041% Fixed Rate/Floating Rate Senior

Unsecured Notes due 2028. As of August 17, 2026, the total carrying amount of debt securities in issue increased by

US$347.801 million, reflecting the sale of SGD450 million 2.950% Fixed Rate Resettable Notes due 2032 and

application of the proceeds therefrom. As of August 28, 2026, the total carrying amount of debt securities in issue

increased by US$589.160 million, reflecting the sale of CNY2,500 million 1.950% Fixed Rate Notes due 2030 and

CNY1,500 million 2.300% Fixed Rate Notes due 2034 and application of the proceeds therefrom. On September 9,

2026, HSBC Holdings issued a notice of redemption for the outstanding CHF300 million 0.3200% Notes due 2027,

which are expected to be redeemed on November 3, 2026. As of September 11, 2026, the total carrying amount of

debt securities in issue increased by US$993.188 million, reflecting the sale of £750 million 6.061% Fixed Rate/

Floating Rate Senior Unsecured Notes due 2035 and application of the proceeds therefrom. As of September 11,

2026, the total carrying amount of debt securities in issue increased by US$334 million, reflecting the sale of

JPY21,600 million 2.769% Senior Unsecured Callable Bonds - Thirteenth Series (2026) due September 2030,

JPY25,700 million 3.227% Senior Unsecured Callable Bonds - Fourteenth Series (2026) due September 2032 and

JPY7,000 million 3.879% Senior Unsecured Callable Bonds - Fifteenth Series (2026) due September 2037 and

application of the proceeds therefrom. As of September 22, 2026, the total carrying amount of debt securities in

issue increased by US$4,280 million, reflecting the sale of EUR1,000 million Floating Rate Notes due 2030,

EUR1,250 million 4.431% Fixed to Floating Rate Notes due 2032 and EUR1,500 million 4.777% Fixed to Floating

Rate Notes due 2037 and application of the proceeds therefrom. On September 28, 2026, HSBC Holdings issued a

notice of redemption for the outstanding US$2,500 million 2.251% Fixed Rate/Floating Rate Senior Unsecured

Notes due 2027, which are expected to be redeemed on November 22, 2026. The total carrying amount of debt

securities in issue is expected to increase by US$ million to reflect the sale of the Notes and application of the

proceeds therefrom.

Save as disclosed in the above notes, there has been no material change in the issued share capital of HSBC

Holdings, or its consolidated capitalization and indebtedness, since June 30, 2026.

The following exchange rates as of June 30, 2026 have been used in the notes above: £1.00 = US$1.32425,

SGD1.00 = US$0.77289, JPY1.00 = US$0.00616, EUR1.00 = US$1.14130 and CNY1.00 = US$0.14729 as traded

outside the PRC.

S-40

Table Of Contents

DESCRIPTION OF THE NOTES

The following summary description of certain material terms and provisions of the Notes supplements the

description of certain terms and provisions of senior unsecured debt securities of any series described in the

accompanying prospectus under the heading “Description of Debt Securities.” The terms described here, together

with the relevant terms of senior unsecured debt securities contained in the accompanying prospectus, constitute a

description of the material terms of the Notes. In cases of inconsistency between the terms described here and the

relevant terms of the prospectus, the terms presented here will apply and replace those described in the prospectus.

The Notes will constitute senior unsecured notes issued under the indenture dated as of August 26, 2009 (as

amended and supplemented from time to time, the “Base Indenture”) among us, The Bank of New York Mellon, as

trustee, and HSBC Bank USA, National Association, as paying agent, registrar and exchange rate agent, the form of

which is filed as an exhibit to our registration statement on Form F-3 (the “Registration Statement”). The Base

Indenture will be supplemented and amended by a forty-second supplemental indenture, which is expected to be

entered into on November , 2026 (the “Issue Date”) among us, The Bank of New York Mellon, London

Branch, as trustee, and HSBC Bank USA, National Association, as paying agent, registrar and calculation agent (the

Base Indenture, together with the forty-second supplemental indenture, the “Indenture”), which will be filed as an

exhibit to a report on Form 6-K on or about the Issue Date, and which will be incorporated by reference in the

Registration Statement.

If you purchase the Notes, your rights will be determined by the Notes, the Indenture and the Trust Indenture

Act of 1939, as amended (the “Trust Indenture Act”). You can read the Indenture and the form of Notes at the

location listed under “Where You Can Find More Information About Us.”

The 20 Fixed/Floating Rate Notes will be issued in an aggregate principal amount of $ , and, unless

previously redeemed or otherwise cancelled as described under “—Redemption,” the 20 Fixed/Floating Rate

Notes will mature on , (the “20 Fixed/Floating Rate Notes Maturity Date”).

The 20 Fixed/Floating Rate Notes will be issued in an aggregate principal amount of $ , and, unless

previously redeemed or otherwise cancelled as described under “—Redemption,” the 20 Fixed/Floating Rate Notes

will mature on , (the “20 Fixed/Floating Rate Notes Maturity Date”).

The Notes will be issued only in registered form in minimum denominations of $200,000 and in integral

multiples of $1,000 in excess thereof.

Interest

20 Fixed/Floating Rate Notes

From (and including) the Issue Date to (but excluding) , (the “20 Fixed/Floating Rate Notes

Fixed Rate Period”), interest on the 20 Fixed/Floating Rate Notes will be payable at a rate of % per

annum (the “20 Fixed/Floating Rate Notes Initial Interest Rate”). During the 20 Fixed/Floating Rate Notes

Fixed Rate Period, interest on the 20 Fixed/Floating Rate Notes will be payable semi-annually in arrear on each

20 Fixed/Floating Rate Notes Fixed Rate Period Interest Payment Date.

From (and including) , to (but excluding) the 20 Fixed/Floating Rate Notes Maturity Date

(the “20 Fixed/Floating Rate Notes Floating Rate Period”), the interest rate on the 20 Fixed/Floating Rate

Notes will be equal to the Benchmark (as defined below) plus % per annum (the “20 Fixed/Floating

Rate Notes Margin”). During the 20 Fixed/Floating Rate Notes Floating Rate Period, interest on the 20 Fixed/

Floating Rate Notes will be payable quarterly in arrear on each 20 Fixed/Floating Rate Notes Floating Rate

Period Interest Payment Date. The interest rate on the 20 Fixed/Floating Rate Notes will be calculated quarterly

on each applicable Interest Determination Date.

20 Fixed/Floating Rate Notes

From (and including) the Issue Date to (but excluding) , (the “20 Fixed/Floating Rate Notes

Fixed Rate Period”), interest on the 20 Fixed/Floating Rate Notes will be payable at a rate of % per

S-41