汇丰控股美股招股说明书(2026-08-05版)

$% Fixed Rate/Floating Rate Senior Unsecured Notes due$% Fixed Rate/Floating Rate Senior Unsecured Notes due$Floating Rate Senior Unsecured Notes due We are offering $principal amount of% Fixed Rate/Floating Rate Senior Unsecured Notes due 20(the “20Fixed/Floating Rate Notes”), $principal amount of% Fixed Rate/Floating Rate Senior Unsecured Notes due 20(the “20Fixed/Floating Rate Notes”) and $principal amount of Floating Rate Senior Unsecured Notes due 20(the “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 fortieth supplemental indenture, which is expected to be entered into on August, 2026 (the Base Indenture, together with the fortiethsupplemental indenture, the “Indenture”). The Notes means any of the Fixed/Floating Rate Notes (as defined below) or the Floating Rate Notes, as applicable. The Fixed/Floating Rate Notesmeans either the 20Fixed/Floating Rate Notes or the 20Fixed/Floating Rate Notes, as applicable. From (and including) August, 2026 (the “Issue Date”) to (but excluding),we will pay interest semi-annually in arrear on the 20Fixed/Floating Rate Notes onandof each year, beginning on, 2027, at a rate of% per annum. Thereafter, we will pay interest quarterly in arrear on the 20Fixed/Floating Rate Notes on,,,,,and,at a floating rate equal to a benchmark rate based on SOFR, calculated in arrear as defined herein and compoundingdaily over each 20Fixed/Floating Rate Notes Floating Rate Interest Period, plus% per annum. The 20Fixed/Floating Rate Notes will mature on,. From (and including) the Issue Date to (but excluding),we will pay interest semi-annually in arrear on the 20Fixed/Floating Rate Notes onandof each year, beginning on, 2027, at a rate of% per annum. Thereafter, we will pay interest quarterly in arrear on the 20Fixed/Floating Rate Notes on,,,,,and,at a floating rate equal to a benchmark rate based on SOFR, calculated in arrear as defined herein and compounding daily over each20Fixed/Floating Rate Notes Floating Rate Interest Period, plus% per annum. The 20Fixed/Floating Rate Notes will mature on,. We will pay interest quarterly in arrear on the Floating Rate Notes on,,andof each year, beginning on, 2026 at a floating rate equal to abenchmark rate based on SOFR, calculated in arrear as defined herein and compounding daily over each Floating Rate Notes Interest Period, plus% per annum. The Floating Rate Noteswill mature on,. We may, in our sole discretion, redeem the 20Fixed/Floating Rate Notes (a)during the 20Fixed/Floating Rate Notes Make-Whole Redemption Period (as defined below), in wholeat any time during such period 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) equalto the greater of: (i) 100% of their principal amount and (ii)a make-whole price calculated as set forth under“Description of the Notes––Redemption”(in each case plus any accrued andunpaid interest on the 20Fixed/Floating Rate Notes to be redeemed to (but excluding) the applicable redemption date) or (b)following the 20Fixed/Floating Rate Notes Make-WholeRedemption Period, pursuant to a 20Fixed/Floating Rate Notes Par Redemption (as defined herein), in whole but not in part, on,(the “20Fixed/Floating Rate Notes ParRedemption Date”) at a redemption price equal to 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the 20Fixed/Floating Rate Notes Par RedemptionDate, in each case on the terms and subject to the provisions set forth under“Description of the Notes––Redemption.”The “20Fixed/Floating Rate Notes Make-Whole Redemption Period”means the period beginning on (and including), 2027 (six months following the Issue Date) to (but excluding) the 20Fixed/Floating Rate Notes Par Redemption Date;providedthat if any additional notes of the same series are issued after the Issue Date, the 20Fixed/Floating Rate Notes Make-Whole Redemption Period for such additional notes shall begin on (andinclude) the date that is six months following the issue date for such additional notes. We may, in our sole discretion, redeem the 20Fixed/Floating Rate Notes (a)during the 20Fixed/Floating Rate Notes Make-Whole Redemption Period (as defined below), in wholeat any time during such period 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) equalto the greater of: (i) 100% of their principal amount and (ii)a make-whole price calculated as set forth under“Description of the Notes––Redemption”(in each case plus any accrued andunpaid interest on the 20Fixed/Floating Rate Notes to be redeemed to (but excluding) the applicable redemption date) or (b)following the 20Fixed/Floating Rate Notes Make-WholeRedemption Period, pursuant to a