汇丰控股美股招股说明书(2026-03-17版)

The information in this preliminary prospectus supplement is incomplete and may be changed. This preliminary prospectus supplement andthe accompanying prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdictionwhere the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUPPLEMENT(To prospectus dated February23, 2024) HSBC Holdings plc% Perpetual Subordinated Contingent Convertible Securities $(Callable During Any 20 Securities Optional Redemption Period)$% Perpetual Subordinated Contingent Convertible Securities(Callable During Any 20 Securities Optional Redemption Period) We are offering $principal amount of% Perpetual Subordinated Contingent Convertible Securities (Callable During Any 20Securities Optional Redemption Period) (such series ofsecurities, the “20Securities”) and $principal amount of% Perpetual Subordinated Contingent Convertible Securities (Callable During Any 20Securities Optional Redemption Period) (suchseries, the “20Securities”). The Securities (as defined below) will be issued pursuant to the indenture dated August1, 2014 (as amended and supplemented from time to time), as amended and supplemented by anineteenth supplemental indenture, with respect to the 20Securities, and a twentieth supplemental indenture, with respect to the 20Securities, both of which are expected to be entered into on, 2026(together with the nineteenth supplemental indenture or the twentieth supplemental indenture, as applicable, the “Indenture”). The “Securities” means either the 20Securities or the 20Securities, or both of themtogether, as applicable. From (and including), 2026 (the “Issue Date”) to (but excluding),(such date and each fifth anniversary date thereafter, a “20Securities Reset Date”), the interest rate on the 20Securities will be% per annum. From and including each 20Securities Reset Date to (but excluding) the next following 20Securities Reset Date, the applicable per annum interest rate will be equal to the sumof the applicable Reference Rate on the relevant Reset Determination Date and%. Subject to cancellation as described further below, we will pay interest on the 20Securities, if any, in arrear onandof each year, beginning on, 2026. From (and including) the Issue Date to (but excluding),(such date and each fifth anniversary date thereafter, a “20Securities Reset Date”), the interest rate on the 20Securities will be% per annum. From and including each 20Securities Reset Date to (but excluding) the next following 20Securities Reset Date, the applicable per annum interest rate will be equal to the sum of the applicableReference Rate on the relevant Reset Determination Date and%. Subject to cancellation as described further below, we will pay interest on the 20Securities, if any, in arrear onandofeach year, beginning on, 2026. The interest rate following any Reset Date (as defined below) may be less than the interest rate that applies immediately prior to such Reset Date, including the initial interest rate of% forthe 20Securities and% for the 20Securities. Moreover, interest will be due and payable on an interest payment date only to the extent it is not cancelled or deemed to have been cancelled inaccordance with the terms of the Securities. We will have sole and absolute discretion at all times and for any reason to cancel (in whole or in part) any interest payment that would otherwise be payable onany interest payment date. The terms of the Securities also provide for circumstances under which we will be restricted from making an interest payment (in whole or in part) on an interest payment date,and the interest payable in respect of any such interest payment date will be deemed to have been cancelled (in whole or in part). A “Reset Date” means either a 20Securities Reset Date or a 20Securities Reset Date, as applicable. The Securities are perpetual and have no fixed maturity or fixed redemption date. As a result, you may not receive any payments with respect to the Securities as we are not required to pay theprincipal amount of the Securities at any time prior to a Winding-up Event and we will have the sole and absolute discretion at all times and for any reason to cancel in whole any interest payment. We may redeem the 20Securities in our sole discretion in whole (but not in part) at 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the date of redemption (excluding anycancelled or deemed to have been cancelled interest) during any 20Securities Optional Redemption Period (as defined below). We may redeem the 20Securities in our sole discretion in whole (but not in part) at100% of their principal amount plus any accrued and unpaid interest to (but excluding) the date of redemption (excluding any cancelled or deemed to have been cancelled interest) during any 20Securities OptionalRedemption Period (as defined below). We may, at our option in our sole discretion, if the outst