汇丰控股美股招股说明书(2025-09-04版)

We are offering $1,500,000,000 principal amount of 5.741% Fixed Rate/Floating Rate Subordinated Unsecured Notes due 2036 (the “Notes”). The Notes will be issued pursuant to the indenture dated as ofMarch12, 2014 (as amended and supplemented from time to time, the “Base Indenture”), as amended and supplemented by a tenth supplemental indenture, which is expected to be entered into on September10, 2025(the Base Indenture, together with the tenth supplemental indenture, the “Indenture”). From (and including) September10, 2025 (the “Issue Date”) to (but excluding) September10, 2035 we will pay interest semi-annually in arrear on the Notes on March10 and September10 of each year,beginning on March10, 2026, at a rate of 5.741% per annum. Thereafter, we will pay interest quarterly in arrear on the Notes on December 10, 2035, March 10, 2036, June 10, 2036 and September10, 2036 at afloating rate equal to a benchmark rate based on SOFR, calculated in arrear as defined herein and compounding daily over each Floating Rate Interest Period, plus 1.960% per annum. The Notes will mature onSeptember10, 2036. We may, in our sole discretion, redeem the Notes pursuant to a Par Redemption (as defined herein), in whole but not in part, on September10, 2035 (the “Par Redemption Date”) at a redemption price equal to100% of their principal amount plus any accrued and unpaid interest to (but excluding) the Par Redemption Date, in each case on the terms and subject to the provisions set forth under“Description of the Notes––Redemption.”In addition, we may, in our sole discretion, redeem the Notes following the occurrence of a Capital Disqualification Event (as defined below), on the terms and subject to the provisions set forth under“Description of the Notes––Redemption.”We may also, in our sole discretion, redeem the Notes upon the occurrence of certain tax events on the terms and subject to the provisions set forth in this prospectussupplement under “Description of the Notes––Redemption” and in the accompanying prospectus. We may, at our option in our sole discretion, if the outstanding aggregate principal amount of the Notes is 25% or less of the aggregate principal amount of the Notes originally issued (and, for these purposes, anyadditional notes issued after the Issue Date and consolidated with the Notes as part of the same series shall be deemed to have been originally issued), redeem the remaining outstanding Notes in whole (but not in part)at any time at a redemption price equal to 100% of the principal amount of such outstanding Notes plus any accrued and unpaid interest to (but excluding) the date of redemption on the terms and subject to theprovisions set forth under “Description of the Notes—Redemption.” Any redemption of the Notes is subject to the restrictions described in this prospectus supplement under “Description of the Notes—Redemption—Redemption or Purchase Conditions.” By its acquisition of the Notes, each noteholder (which, for these purposes, includes each beneficial owner) will acknowledge, accept, consent and agree, notwithstanding any other term of the Notes,the Indenture or any other agreements, arrangements or understandings between us and any noteholder, to be bound by (a)the effect of the exercise of any UKbail-inpower (as defined herein) by therelevant UK resolution authority (as defined herein); and (b)the variation of the terms of the Notes or the Indenture, if necessary, to give effect to the exercise of any UKbail-inpower by the relevant UKresolution authority. No repayment or payment of Amounts Due will become due and payable or be paid after the exercise of any UKbail-inpower by the relevant UK resolution authority if and to theextent such amounts have been reduced, converted, cancelled, amended or altered as a result of such exercise. For these purposes, “Amounts Due” are the principal amount of, and any accrued but unpaidinterest, including any Additional Amounts, on, the Notes. References to such amounts will include amounts that have become due and payable, but which have not been paid, prior to the exercise of any UKbail-inpower by the relevant UK resolution authority. See “Description of the Notes—Agreement with Respect to the Exercise of UKBail-inPower.” Moreover, each noteholder (which, for these purposes,includes each beneficial owner) will consent to the exercise of any UKbail-inpower as it may be imposed without any prior notice by the relevant UK resolution authority of its decision to exercise suchpower with respect to the Notes. By its acquisition of the Notes, each noteholder (which, for these purposes, includes each beneficial owner) will acknowledge, accept, consent and agree to be bound by our or our designee’sdetermination of a Benchmark Transition Event, a Benchmark Replacement Date, the Benchmark Replacement, the Benchmark Replacement Adjustment, and any Benchmark Replacement ConformingChanges, including as may occur without any prior notice from us and without the nee