The offering consists of four series. The first is $2,000,000,000 of 4.398% Fixed Rate/Floating Rate Senior Unsecured Notes due March 10, 2030, paying a fixed 4.398% coupon semi-annually until March 10, 2029 and then a floating rate equal to compounded daily SOFR plus 0.990% quarterly through maturity. The second is $2,000,000,000 of 4.675% Fixed Rate/Floating Rate Senior Unsecured Notes due March 10, 2032, fixed at 4.675% semi-annually until March 10, 2031, then floating at SOFR plus 1.210% quarterly. The third is $2,750,000,000 of 5.279% Fixed Rate/Floating Rate Senior Unsecured Notes due March 10, 2037, fixed at 5.279% semi-annually until March 10, 2036, then floating at SOFR plus 1.550% quarterly. The fourth is $1,250,000,000 of Floating Rate Senior Unsecured Notes due March 10, 2032, paying compounded daily SOFR plus 1.210% quarterly from issuance. All four tranches were sold at a public offering price of 100.000% of principal (par), with underwriting discounts of 0.250% on the 2030 notes, 0.300% on the 2032 fixed/floating notes, 0.400% on the 2037 notes, and 0.300% on the 2032 floating notes, yielding proceeds to HSBC before expenses of approximately $1.995 billion, $1.994 billion, $2.739 billion and $1.24625 billion, respectively, for combined proceeds before expenses of roughly $7.97 billion.
HSBC disclosed that it expects to use the net proceeds from the sale of the notes for general corporate purposes. No more specific use of proceeds, such as refinancing a named facility, redeeming a particular prior instrument, or funding a specific business line, was disclosed in the prospectus supplement.
The fixed/floating rate notes (2030, 2032 and 2037 tranches) are redeemable at HSBC's sole discretion during a defined make-whole redemption period at the greater of par or a make-whole price plus accrued interest, and thereafter at par on a specified par redemption date, plus accrued and unpaid interest. The notes may also be redeemed upon certain tax or regulatory events. The notes were issued under HSBC's base indenture dated August 26, 2009, as amended and supplemented by a thirty-eighth supplemental indenture entered into on March 10, 2026. No financial maintenance covenants specific to this offering were disclosed; as senior unsecured notes issued off an investment-grade shelf, the prospectus supplement does not describe high-yield-style covenants. The document does not disclose any specific credit ratings assigned to the notes by Moody's, S&P, Fitch or any other agency.
HSBC Securities (USA) Inc. (HSI), an HSBC affiliate, acted as sole book-running manager for all four tranches and also served as stabilization manager. Because HSI is an HSBC affiliate, the offering was conducted in compliance with FINRA Rule 5121, which governs conflicts of interest in affiliate-distributed securities offerings. A large syndicate of senior co-managers and co-managers also participated in each tranche, including BNP Paribas Securities Corp., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, UBS Securities LLC, Wells Fargo Securities, LLC, and more than a dozen additional banks and broker-dealers named in the underwriting tables, each committing to purchase a specified principal amount of notes.
Cleary Gottlieb Steen & Hamilton LLP, acting as HSBC's U.S. counsel and English solicitors, passed on certain legal matters for HSBC in connection with the notes. Allen Overy Shearman Sterling LLP represented the underwriters. PricewaterhouseCoopers LLP is named as HSBC's independent registered public accounting firm whose audit report on HSBC's financial statements and internal controls, incorporated by reference from the 2025 Form 20-F, is referenced in the prospectus.
The prospectus supplement also discloses HSBC Holdings' consolidated capitalization and indebtedness as of December 31, 2025: total shareholders' equity of $198,225 million, total equity of $205,666 million, and total indebtedness of $253,798 million (comprising $99,675 million of debt securities in issue, $40 million of trading-liability debt securities in issue, $116,502 million of debt securities in issue designated at fair value, and $37,581 million of subordinated liabilities), for total capitalization and indebtedness of $459,464 million as of that date. Separately, the filing notes that on February 11, 2026, HSBC Holdings issued a notice of redemption for its outstanding $1,000,000,000 4.000% Perpetual Subordinated Contingent Convertible Securities, expected to be redeemed on March 9, 2026, one day before this notes offering's March 10, 2026 settlement date; the prospectus supplement does not explicitly characterize this notes offering as a refinancing of that redemption.
The notes carry a March 10, 2026 issue date per the final prospectus supplement, but no independent closing confirmation document (such as a closing 6-K) was identified in this review, so the deal's status is left as announced pending such confirmation.