汇丰控股美股招股说明书(2025-05-12版)

$2,250,000,000 5.240% Fixed Rate/Floating Rate Senior Unsecured Notes due 2031$2,000,000,000 5.790% Fixed Rate/Floating Rate Senior Unsecured Notes due 2036$1,250,000,000 Floating Rate Senior Unsecured Notes due 2031 We are offering $2,250,000,000 principal amount of 5.240% Fixed Rate/Floating Rate Senior Unsecured Notes due 2031 (the “2031 Fixed/Floating Rate Notes”), $2,000,000,000 principal amount of 5.790%Fixed Rate/Floating Rate Senior Unsecured Notes due 2036 (the “2036 Fixed/Floating Rate Notes”) and $1,250,000,000 principal amount of Floating Rate Senior Unsecured Notes due 2031 (the “Floating RateNotes”). 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 “Base Indenture”), as amended and supplemented by athirty-sixth supplemental indenture, which is expected to be entered into on May13, 2025 (the Base Indenture, together with the thirty-sixth supplemental indenture, the “Indenture”). The Notes means any of theFixed/Floating Rate Notes (as defined below) or the Floating Rate Notes, as applicable. The Fixed/Floating Rate Notes means either the 2031 Fixed/Floating Rate Notes or the 2036 Fixed/Floating Rate Notes, asapplicable. From (and including) May 13, 2025 (the “Issue Date”) to (but excluding) May 13, 2030 we will pay interest semi-annually in arrear on the 2031 Fixed/Floating Rate Notes on May13 and November13 of eachyear, beginning on November13, 2025, at a rate of 5.240% per annum. Thereafter, we will pay interest quarterly in arrear on the 2031 Fixed/Floating Rate Notes on August13, 2030, November13, 2030, February13,2031 and May13, 2031 at 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 InterestPeriod, plus 1.570% per annum. The 2031 Fixed/Floating Rate Notes will mature on May13, 2031. From (and including) the Issue Date to (but excluding) May 13, 2035 we will pay interest semi-annually in arrear on the 2036 Fixed/Floating Rate Notes on May13 and November13 of each year, beginning onNovember13, 2025, at a rate of 5.790% per annum. Thereafter, we will pay interest quarterly in arrear on the 2036 Fixed/Floating Rate Notes on August13, 2035, November13, 2035, February13, 2036 and May13,2036 at 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 1.880% perannum. The 2036 Fixed/Floating Rate Notes will mature on May13, 2036. We will pay interest quarterly in arrear on the Floating Rate Notes on February 13, May 13, August 13 and November 13 of each year, beginning on August13, 2025 at a floating rate equal to a benchmark ratebased on SOFR, calculated in arrear as defined herein and compounding daily over each Floating Rate Notes Interest Period, plus 1.570% per annum. The Floating Rate Notes will mature on May13, 2031. We may, in our sole discretion, redeem the 2031 Fixed/Floating Rate Notes (a)during the 2031 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 period, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i) 100% of their principalamount and (ii)a make-whole price calculated as set forth under“Description of the Notes—Redemption”(in each case plus any accrued and unpaid interest on the 2031 Fixed/Floating Rate Notes to be redeemed to(but excluding) the applicable redemption date) or (b)following the 2031 Fixed/Floating Rate Notes Make-Whole Redemption Period, pursuant to a 2031 Fixed/Floating Rate Notes Par Redemption (as defined herein),in whole but not in part, on May13, 2030 (the “2031 Fixed/Floating Rate Notes Par Redemption Date”) at a redemption price equal to 100% of their principal amount plus any accrued and unpaid interest to (butexcluding) the 2031 Fixed/Floating Rate Notes Par Redemption Date, in each case on the terms and subject to the provisions set forth under“Description of the Notes—Redemption.”The “2031 Fixed/Floating RateNotes Make-Whole Redemption Period” means the period beginning on (and including) November13, 2025 (six months following the Issue Date) to (but excluding) the 2031 Fixed/Floating Rate Notes ParRedemption Date;providedthat if any additional notes of the same series are issued after the Issue Date, the 2031 Fixed/Floating Rate Notes Make-Whole Redemption Period for such additional notes shall begin on(and include) the date that is six months following the issue date for such additional notes. We may, in our sole discretion, redeem the 2036 Fixed/Floating Rate Notes (a)during the 2036 Fixed/Floating Rate Notes Make-Whole Redemption Period (as defined below), in whole at any time during suchperiod or in