HBCYF HSBC Holding Plc (PK)

Issuer:

Sole Book-Running Manager:

Co-Managers:

Abanca Corporación Bancaria, S.A.

ABN AMRO Capital Markets (USA) LLC

Academy Securities, Inc.

Apto Partners, LLC

Banco de Sabadell, S.A.

Barclays Capital Inc.

BBVA Securities Inc.

Blaylock Van, LLC

CaixaBank, S.A.

CastleOak Securities, L.P.

CAVU Securities LLC

CIBC World Markets Corp.

Citigroup Global Markets Inc.

C.L. King & Associates, Inc.

Commerz Markets LLC

Credit Agricole Securities (USA) Inc.

Danske Markets Inc.

Guzman & Company

Independence Point Securities LLC

Intesa Sanpaolo IMI Securities Corp.

Loop Capital Markets LLC

MFR Securities, Inc.

Mischler Financial Group, Inc.

Mizuho Securities USA LLC

Multi-Bank Securities, Inc.

Nordea Bank Abp

Penserra Securities LLC

Rabo Securities USA, Inc.

RBC Capital Markets, LLC

R. Seelaus & Co., LLC

Samuel A. Ramirez & Company, Inc.

Santander US Capital Markets LLC

Siebert Williams Shank & Co., LLC

TD Securities (USA) LLC

UniCredit Capital Markets LLC

U.S. Bancorp Investments, Inc

Structure:

Issuer Ratings:*

Expected Issue Ratings:*

Pricing Date:

Settlement Date:

Maturity Date:

Form of Offering:

Principal Amount:

Fixed Rate Coupon:

Fixed Rate Benchmark Treasury:

Fixed Rate Treasury Yield:

Fixed Rate Treasury Price:

Fixed Rate Re-offer Spread:

Floating Rate Pricing Benchmark:

Floating Rate Coupon:

Fixed Rate Re-offer Yield:

Issue Price:

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Net Price:

Net Proceeds to Issuer:

Par Redemption Date:

Interest Pay Frequency:

Interest Payment Dates:

From (and including) the Issue Date to (but excluding) November 19, 2027 (the “Fixed Rate Period”), interest on the Notes will be payable semi-annually in arrear on May 19 and November 19 of each year, beginning on May 19, 2025 (each, a “Fixed Rate Period Interest Payment Date”).

From (and including) November 19, 2027 to (but excluding) the Maturity Date (the “Floating Rate Period”), interest on the Notes will be payable quarterly in arrear on February 19, 2028, May 19, 2028, August 19, 2028 and November 19, 2028 (each, a “Floating Rate Period Interest Payment Date” and, together with the Fixed Rate Period Interest Payment Dates, the “Interest Payment Dates”).

Floating Rate Interest Period:

Interest Determination Dates:

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

The term “business day” means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in London, England and in New York City, United States.

Optional Redemption:

HSBC Holdings may, in its sole discretion, redeem the Notes during the 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) as determined by the Determination Agent, the sum of the present values of (a) the principal amount of the Notes to be redeemed (discounted from the Par Redemption Date) and (b) the remaining payments of interest to be made on any scheduled Interest Payment Date to (and including) the Par Redemption Date for the Notes to be redeemed (not including accrued and unpaid interest to (but excluding) the applicable redemption date, if any, on the principal amount of the Notes), discounted to the applicable redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reference Treasury Rate plus 15 basis points, in each case, plus any accrued and unpaid interest on the Notes to be redeemed to (but excluding) the applicable redemption date.

Following the Make-Whole Redemption Period, HSBC Holdings may, in its sole discretion, redeem the Notes on the 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 Par Redemption Date.

The “Make-Whole Redemption Period” means the period beginning on (and including) May 19, 2025 (six months following the Issue Date) to (but excluding) the Par Redemption Date; provided that if any additional notes of the same series are issued after the Issue Date, the 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.

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

Redemption upon Loss Absorption

Disqualification Event:

Following the occurrence of a Loss Absorption Disqualification Event (as defined below), HSBC Holdings may, in its 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.

A “Loss Absorption Disqualification Event” shall be deemed to have occurred if the Notes become fully or partially ineligible to meet HSBC Holdings’ and/or the HSBC Group’s minimum requirements for (A) eligible liabilities and/or (B) loss absorbing capacity instruments, in each case as determined in accordance with and pursuant to the relevant Loss Absorption Regulations (as defined below) applicable to HSBC Holdings and/or the HSBC Group, as a result of any:

(a)   Loss Absorption Regulation becoming effective after the Issue Date; or

(b)   amendment to, or change in, any Loss Absorption Regulation, or any change in the application or official interpretation of any Loss Absorption Regulation, in any such case becoming effective on or after the Issue Date,

provided, however, that a Loss Absorption Disqualification Event shall not occur where the exclusion of the Notes from the relevant minimum requirement(s) is due to the remaining maturity of the Notes being less than any period prescribed by any applicable eligibility criteria for such minimum requirement(s) under the relevant Loss Absorption Regulations effective with respect to HSBC Holdings and/or the HSBC Group on the Issue Date.

“Loss Absorption Regulations” means, at any time, the laws, regulations, requirements, guidelines, rules, standards and policies from time to time relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments in effect in the UK and applicable to HSBC Holdings from time to time, including, without limitation to the generality of the foregoing, the Banking Act and UK CRR (whether or not such requirements, guidelines or policies are applied generally or specifically to HSBC Holdings or to HSBC Holdings and any of its holding or subsidiary companies or any subsidiary of any such holding company) in each case as amended, supplemented or replaced from time to time.

Tax Event Redemption:

Redemption or Repurchase Conditions:

Any redemption or repurchase of the Notes is subject, where applicable, to the regulatory consent described under “Description of the Notes—Redemption” and “Description of the Notes—Repurchases” in the Preliminary Prospectus Supplement.

Any redemption of the Notes is subject to HSBC Holdings’ giving prior notice to the noteholders as described under “Description of the Notes—Redemption” in the Preliminary Prospectus Supplement.

Events of Default and Defaults:

The noteholders 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.

An “Event of Default” with respect to the Notes means any one of the following events:

(i) an order is made by an English court which is not successfully appealed within 30 days after the date such order was made for HSBC Holdings’ winding up other than in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency; or

(ii) an effective resolution is validly adopted by HSBC Holdings’ shareholders for its winding up other than in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency.

In addition to Events of Default, the Indenture also will provide separately for “Defaults.” A Default with respect to the Notes means any one of the following events:

(i) failure to pay principal or premium, if any, on the Notes at maturity, and such default continues for a period of 30 days; or (ii) failure to pay any interest on the Notes when due and payable, which failure continues for 30 days.

If a Default occurs, the trustee may institute proceedings in England (but not elsewhere) for HSBC Holdings’ winding-up; provided that the trustee may not, upon the occurrence of a Default, accelerate the maturity of any outstanding Notes, unless an Event of Default has occurred and is continuing.

Notwithstanding the foregoing, failure to make any payment in respect of the Notes will not be a Default in respect of the Notes if such payment is withheld or refused:

(i) in order to comply with any fiscal or other law or regulation or with the order of any court of competent jurisdiction, in each case applicable to such payment; or

(ii)  in case of doubt as to the validity or applicability of any such law, regulation or order, in accordance with advice given as to such validity or applicability at any time during the said grace period of 30 days by independent legal advisers acceptable to the trustee;

provided, however, that the trustee may, by notice to HSBC Holdings, require HSBC Holdings to take such action (including but not limited to proceedings for a declaration by a court of competent jurisdiction) as the trustee may be advised in an opinion of counsel, upon which opinion the trustee may conclusively rely, is appropriate and reasonable in the circumstances to resolve such doubt, in which case HSBC Holdings will forthwith take and expeditiously proceed with such action and will be bound by any final resolution of the doubt resulting therefrom. If any such resolution determines that the relevant payment can be made without violating any applicable law, regulation or order then the preceding sentence will cease to have effect and the payment will become due and payable on the expiration of the relevant grace period of 30 days after the trustee gives written notice to HSBC Holdings informing it of such resolution.

Notwithstanding any other provision of the Indenture or the Notes, the right of any noteholder to receive payment of the principal of, or interest on, the Notes on or after the due dates thereof and to institute suit for the enforcement of any such payment on or after such respective dates, will not be impaired or affected without the consent of such noteholder.

Agreement with Respect to the Exercise of UK Bail-in Power:

Governing Law:

Day Count Convention:

Minimum Denomination:

Listing:

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Trustee:

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A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating organization. Each rating should be evaluated independently of any other rating.