汇丰控股美股招股说明书(2026-03-19版)

(Callable During Any 2031 Securities Optional Redemption Period) $1,250,000,000 7.000% Perpetual Subordinated Contingent Convertible Securities(Callable During Any 2036 Securities Optional Redemption Period) We are offering $1,250,000,000 principal amount of 6.750% Perpetual Subordinated Contingent Convertible Securities (Callable During Any 2031 Securities Optional Redemption Period) (such series ofsecurities, the “2031 Securities”) and $1,250,000,000 principal amount of 7.000% Perpetual Subordinated Contingent Convertible Securities (Callable During Any 2036 Securities Optional Redemption Period) (suchseries, the “2036 Securities”). The Securities (as defined below) will be issued pursuant to the indenture dated August1, 2014 (as amended and supplemented from time to time), as amended and supplemented by anineteenth supplemental indenture, with respect to the 2031 Securities, and a twentieth supplemental indenture, with respect to the 2036 Securities, both of which are expected to be entered into on March 24, 2026(together with the nineteenth supplemental indenture or the twentieth supplemental indenture, as applicable, the “Indenture”). The “Securities” means either the 2031 Securities or the 2036 Securities, or both of themtogether, as applicable. From (and including) March 24, 2026 (the “Issue Date”) to (but excluding) September 24, 2031 (such date and each fifth anniversary date thereafter, a “2031 Securities Reset Date”), the interest rate on the 2031Securities will be 6.750% per annum. From and including each 2031 Securities Reset Date to (but excluding) the next following 2031 Securities Reset Date, the applicable per annum interest rate will be equal to thesum of the applicable Reference Rate on the relevant Reset Determination Date and 2.914%. Subject to cancellation as described further below, we will pay interest on the 2031 Securities, if any, in arrear on March24and September 24 of each year, beginning on September 24, 2026. From (and including) the Issue Date to (but excluding) March 24, 2036 (such date and each fifth anniversary date thereafter, a “2036 Securities Reset Date”), the interest rate on the 2036 Securities will be 7.000%per annum. From and including each 2036 Securities Reset Date to (but excluding) the next following 2036 Securities Reset Date, the applicable per annum interest rate will be equal to the sum of the applicableReference Rate on the relevant Reset Determination Date and 2.798%. Subject to cancellation as described further below, we will pay interest on the 2036 Securities, if any, in arrear on March 24 and September 24 ofeach year, beginning on September 24, 2026. The interest rate following any Reset Date (as defined below) may be less than the interest rate that applies immediately prior to such Reset Date, including the initial interest rate of 6.750% for the2031 Securities and 7.000% for the 2036 Securities. Moreover, interest will be due and payable on an interest payment date only to the extent it is not cancelled or deemed to have been cancelled inaccordance with the terms of the Securities. We will have sole and absolute discretion at all times and for any reason to cancel (in whole or in part) any interest payment that would otherwise be payable onany interest payment date. The terms of the Securities also provide for circumstances under which we will be restricted from making an interest payment (in whole or in part) on an interest payment date,and the interest payable in respect of any such interest payment date will be deemed to have been cancelled (in whole or in part). A “Reset Date” means either a 2031 Securities Reset Date or a 2036Securities Reset Date, as applicable. The Securities are perpetual and have no fixed maturity or fixed redemption date. As a result, you may not receive any payments with respect to the Securities as we are not required to pay theprincipal amount of the Securities at any time prior to a Winding-up Event and we will have the sole and absolute discretion at all times and for any reason to cancel in whole any interest payment. We may redeem the 2031 Securities in our sole discretion in whole (but not in part) at 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the date of redemption (excluding anycancelled or deemed to have been cancelled interest) during any 2031 Securities Optional Redemption Period (as defined below). We may redeem the 2036 Securities in our sole discretion in whole (but not in part) at100% of their principal amount plus any accrued and unpaid interest to (but excluding) the date of redemption (excluding any cancelled or deemed to have been cancelled interest) during any 2036 Securities OptionalRedemption Period (as defined below). We may, at our option in our sole discretion, if the outstanding aggregate principal amount of the 2031 Securities is 25% or less of the aggregate principal amount of the 2031 Securities originally issued (and, forthese purposes, an