HSBC Holdings plc filed a free writing prospectus on October 29, 2026, disclosing the pricing terms for a $2,500,000,000 offering of 6.262% Fixed Rate/Floating Rate Senior Unsecured Notes due November 3, 2037.

Key Highlights

  • Principal amount: $2,500,000,000 in senior unsecured notes, priced at 100.000% of par with net proceeds to the issuer of $2,490,000,000.
  • Fixed rate coupon: 6.262% per annum during the Fixed Rate Period, set at a re-offer spread of UST + 130 basis points over the 4.625% Treasury due August 15, 2036.
  • Floating rate coupon: Compounded Daily SOFR plus a margin of 1.660% per annum during the Floating Rate Period (November 3, 2036 to November 3, 2037).
  • Settlement date: November 3, 2026 (T+3), with maturity on November 3, 2037 and a Par Redemption Date of November 3, 2036.
  • Issuer ratings: A3 positive (Moody's), A- positive (S&P), and A+ stable (Fitch), according to the filing.
  • Gross fees: 0.400%, resulting in a net price of 99.600%.
  • Sole book-running manager: HSBC Securities (USA) Inc., with more than two dozen co-managers listed in the filing.

HSBC Holdings' $2.5 Billion Fixed-to-Floating Note Offering: Key Terms and Structure

According to the free writing prospectus filed pursuant to Rule 433 under Registration No. 333-277306, HSBC Holdings plc priced $2,500,000,000 of Fixed Rate/Floating Rate Senior Unsecured Notes on October 29, 2026. The notes are structured in two distinct interest periods: a Fixed Rate Period from the Issue Date through (but excluding) November 3, 2036, during which interest accrues at 6.262% per annum and is payable semi-annually on May 3 and November 3 each year beginning May 3, 2027; and a Floating Rate Period from November 3, 2036 through the Maturity Date of November 3, 2037, during which interest accrues at Compounded Daily SOFR plus 1.660% per annum and is payable quarterly on February 3, May 3, August 3, and November 3, 2037.

The filing discloses that HSBC Holdings may optionally redeem the notes during the Make-Whole Redemption Period, which begins May 3, 2027 (six months after the Issue Date) and runs through (but excludes) the Par Redemption Date of November 3, 2036. The make-whole redemption price is the greater of 100% of principal or the present value of remaining cash flows discounted at the Reference Treasury Rate plus 20 basis points. On the Par Redemption Date itself, HSBC Holdings may redeem the notes in whole (but not in part) at 100% of principal plus accrued interest, according to the filing. The notes are not redeemable at the option of noteholders at any time.

The filing also discloses redemption provisions triggered by a Loss Absorption Disqualification Event or certain tax events, each at 100% of principal plus accrued interest. Regarding acceleration, the filing states that noteholders will not have the right to request the trustee to accelerate the notes in the case of non-payment; payment may be accelerated only upon certain events of a winding up. The offering is described as an SEC Registered Global Transaction, with HSBC Securities (USA) Inc. serving as sole book-running manager.

What Was Disclosed

HSBC Holdings plc disclosed the full pricing terms of a $2,500,000,000 Fixed Rate/Floating Rate Senior Unsecured note offering priced October 29, 2026, settling November 3, 2026, with maturity November 3, 2037, including coupon rates, redemption provisions, and ratings.