HSBC Holdings plc filed a free writing prospectus on October 29, 2026, disclosing the pricing terms for $1,750,000,000 in 5.819% Fixed Rate/Floating Rate Senior Unsecured Notes due November 3, 2032.

Key Highlights

  • Principal amount: $1,750,000,000 in Senior Unsecured Notes priced at 100.000% of par.
  • Fixed rate coupon: 5.819% per annum during the Fixed Rate Period, set at UST plus 105 basis points over the 5.000% Treasury due September 30, 2031.
  • Floating rate coupon: Compounded Daily SOFR plus a margin of 1.310% per annum during the Floating Rate Period beginning November 3, 2031.
  • Net proceeds to issuer: $1,744,750,000, after gross fees of 0.300% and a net price of 99.700%.
  • Settlement date: November 3, 2026 (T+3), with a maturity date of November 3, 2032.
  • Expected issue ratings: A3 (Moody's), A- (S&P), and A+ (Fitch).
  • Sole book-running manager: HSBC Securities (USA) Inc., with more than two dozen co-managers participating.

HSBC Holdings' $1.75 Billion Fixed-to-Float Note Offering: Structure and Terms

According to the filing, HSBC Holdings plc priced $1,750,000,000 of Fixed Rate/Floating Rate Senior Unsecured Notes on October 29, 2026, via a SEC-registered global offering. The notes were issued at 100.000% of principal, generating net proceeds of $1,744,750,000 after gross fees of 0.300%. The fixed rate re-offer yield is stated as 5.819%, benchmarked to the UST 5.000% due September 30, 2031, at a treasury yield of 4.769% and a treasury price of 101-00.

The filing describes a two-period interest structure. From the Issue Date of November 3, 2026 through November 3, 2031, interest accrues at a fixed rate of 5.819% per annum, payable semi-annually on May 3 and November 3 of each year, beginning May 3, 2027. Beginning November 3, 2031 through the maturity date of November 3, 2032, the notes transition to a floating rate equal to Compounded Daily SOFR plus a margin of 1.310% per annum, payable quarterly on February 3, May 3, August 3, and November 3, 2032.

The filing outlines several optional redemption provisions. HSBC Holdings may redeem the notes during the Make-Whole Redemption Period, which begins May 3, 2027 and runs to but excludes the Par Redemption Date of November 3, 2031. At the Par Redemption Date, the issuer may redeem the notes in whole, but not in part, at 100% of principal plus accrued interest. Additional redemption rights exist upon a Loss Absorption Disqualification Event or certain tax events, each at 100% of principal plus accrued and unpaid interest. The filing also states that noteholders do not have the right to accelerate the notes in the case of non-payment of principal or interest; acceleration may occur only upon certain winding-up events.

What Was Disclosed

HSBC Holdings plc filed a free writing prospectus disclosing full pricing terms for a $1,750,000,000 fixed-to-floating rate senior unsecured note offering due 2032, including coupon rates, redemption provisions, ratings, and settlement details, filed pursuant to Rule 433 under Registration No. 333-277306.