汇丰控股美股招股说明书(2025-02-27版)

$1,500,000,000 4.899% Fixed Rate/Floating Rate Senior Unsecured Notes due 2029$1,750,000,000 5.130% Fixed Rate/Floating Rate Senior Unsecured Notes due 2031$2,250,000,000 5.450% Fixed Rate/Floating Rate Senior Unsecured Notes due 2036$750,000,000 Floating Rate Senior Unsecured Notes due 2029$750,000,000 Floating Rate Senior Unsecured Notes due 2031 We are offering $1,500,000,000 principal amount of 4.899% Fixed Rate/Floating Rate Senior Unsecured Notes due 2029 (the “2029 Fixed/Floating Rate Notes”), $1,750,000,000 principal amount of 5.130%Fixed Rate/Floating Rate Senior Unsecured Notes due 2031 (the “2031 Fixed/Floating Rate Notes”), $2,250,000,000 principal amount of 5.450% Fixed Rate/Floating Rate Senior Unsecured Notes due 2036 (the “2036Fixed/Floating Rate Notes”), $750,000,000 principal amount of Floating Rate Senior Unsecured Notes due 2029 (the “2029 Floating Rate Notes”) and $750,000,000 principal amount of Floating Rate Senior UnsecuredNotes due 2031 (the “2031 Floating Rate Notes”). The Notes (as defined below) will be issued pursuant to the indenture dated as of August26, 2009 (as amended and supplemented from time to time, the “BaseIndenture”), as amended and supplemented by a thirty-fifth supplemental indenture, which is expected to be entered into on March 3, 2025 (the Base Indenture, together with the thirty-fifth supplemental indenture, the“Indenture”). The Notes means any of the Fixed/Floating Rate Notes (as defined below) or the Floating Rate Notes (as defined below), as applicable. The Fixed/Floating Rate Notes means any of the 2029Fixed/Floating Rate Notes, the 2031 Fixed/Floating Rate Notes or the 2036 Fixed/Floating Rate Notes, as applicable. The Floating Rate Notes means either the 2029 Floating Rate Notes or the 2031 Floating RateNotes, as applicable. From (and including) March 3, 2025 (the “Issue Date”) to (but excluding) March 3, 2028, we will pay interest semi-annually in arrear on the 2029 Fixed/Floating Rate Notes on March 3 and September 3 of eachyear, beginning on September 3, 2025, at a rate of 4.899% per annum. Thereafter, we will pay interest quarterly in arrear on the 2029 Fixed/Floating Rate Notes on June 3, 2028, September 3, 2028, December 3, 2028and March 3, 2029 at a floating rate equal to a benchmark rate based on SOFR, calculated in arrear as defined herein and compounding daily over each 2029 Fixed/Floating Rate Notes Floating Rate Interest Period,plus 1.030% per annum. The 2029 Fixed/Floating Rate Notes will mature on March 3, 2029. From (and including) the Issue Date to (but excluding) March 3, 2030 we will pay interest semi-annually in arrear on the 2031 Fixed/Floating Rate Notes on March 3 and September 3 of each year, beginning onSeptember 3, 2025, at a rate of 5.130% per annum. Thereafter, we will pay interest quarterly in arrear on the 2031 Fixed/Floating Rate Notes on June 3, 2030, September 3, 2030, December 3, 2030 and March 3, 2031at a floating rate equal to a benchmark rate based on SOFR, calculated in arrear as defined herein and compounding daily over each 2031 Fixed/Floating Rate Notes Floating Rate Interest Period, plus 1.290% perannum. The 2031 Fixed/Floating Rate Notes will mature on March 3, 2031. From (and including) the Issue Date to (but excluding) March 3, 2035 we will pay interest semi-annually in arrear on the 2036 Fixed/Floating Rate Notes on March 3 and September 3 of each year, beginning onSeptember 3, 2025, at a rate of 5.450% per annum. Thereafter, we will pay interest quarterly in arrear on the 2036 Fixed/Floating Rate Notes on June 3, 2035, September 3, 2035, December 3, 2035 and March 3, 2036at a floating rate equal to a benchmark rate based on SOFR, calculated in arrear as defined herein and compounding daily over each 2036 Fixed/Floating Rate Notes Floating Rate Interest Period, plus 1.560% perannum. The 2036 Fixed/Floating Rate Notes will mature on March 3, 2036. We will pay interest quarterly in arrear on the 2029 Floating Rate Notes on March 3, June 3, September 3 and December 3 of each year, beginning on June 3, 2025 at a floating rate equal to a benchmark ratebased on SOFR, calculated in arrear as defined herein and compounding daily over each 2029 Floating Rate Notes Interest Period, plus 1.030% per annum. The 2029 Floating Rate Notes will mature on March 3, 2029. We will pay interest quarterly in arrear on the 2031 Floating Rate Notes on March 3, June 3, September 3 and December 3 of each year, beginning on June 3, 2025 at a floating rate equal to a benchmark ratebased on SOFR, calculated in arrear as defined herein and compounding daily over each 2031 Floating Rate Notes Interest Period, plus 1.290% per annum. The 2031 Floating Rate Notes will mature on March 3, 2031. We may, in our sole discretion, redeem the 2029 Fixed/Floating Rate Notes (a)during the 2029 Fixed/Floating Rate Notes Make-Whole Redemption Period (as defined below), in whole at any time during suchperiod or in part from time to time during such pe