汇丰控股美股招股说明书(2026-09-03版)

% Fixed Rate/Floating Rate Senior Unsecured Notes due We are offering £principal amount of% Fixed Rate/Floating Rate Senior Unsecured Notes due 20(the “Notes”). The Notes will be issued pursuant to theindenture dated as of August 26, 2009 (as amended and supplemented from time to time, the “Base Indenture”), as amended and supplemented by a forty-first supplementalindenture, which is expected to be entered into on September, 2026 (the Base Indenture, together with the forty-first supplemental indenture, the “Indenture”). From (and including) September, 2026 (the “Issue Date”) to (but excluding),we will pay interest annually in arrear on the Notes onof each year,beginning on, 2027, at a rate of% per annum. Thereafter, we will pay interest quarterly in arrear on the Notes on,,,,,and,at a floating rateequal to a benchmark rate based on SONIA, calculated in arrear as defined herein and compounding daily over each Floating Rate Interest Period, plus% per annum. TheNotes will mature on,.We may, in our sole discretion, redeem the Notes (a) during the Make-Whole Redemption Period (as defined below), in whole at 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) equal to 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 and unpaidinterest on the Notes to be redeemed to (but excluding) the applicable redemption date) or (b) following the Make-Whole Redemption Period, pursuant to a Par Redemption(as defined herein), in whole but not in part, on,(the “Par Redemption Date”) at a redemption price equal to 100% of their principal amount plus any accrued andunpaid 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.”The “Make-Whole Redemption Period” means the period beginning on (and including), 2027 (six months following the Issue Date) to (but excluding) the ParRedemption Date; provided that if any additional notes of the same series are issued after the Issue Date, the Make-Whole Redemption Period for such additional notes shallbegin on (and include) the date that is six months following the issue date for such additional notes. We may also, in our sole discretion, redeem the Notes upon the occurrence of a Loss Absorption Disqualification Event (as defined herein), on the terms and subject tothe 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 as described in this prospectus supplement and the accompanyingprospectus. Any redemption of the Notes is subject to the conditions described in this prospectus supplement under “Description of the Notes—Redemption”. 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 boundby (a) the effect of the exercise of any UK bail-in power (as defined herein) by the relevant UK resolution authority (as defined herein); and (b) the variation of theterms of the Notes or the Indenture, if necessary, to give effect to the exercise of any UK bail-in power by the relevant UK resolution authority. No repayment orpayment of Amounts Due will become due and payable or be paid after the exercise of any UK bail-in power 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 principalamount of, and any accrued but unpaid interest, including any Additional Amounts, on, the Notes. References to such amounts will include amounts that havebecome due and payable, but which have not been paid, prior to the exercise of any UK bail-in power by the relevant UK resolution authority. See “Description ofthe Notes—Agreement with Respect to the Exercise of UK Bail-in Power.” Moreover, each noteholder (which, for these purposes, includes each beneficial owner) willconsent to the exercise of any UK bail-in power as it may be imposed without any prior notice by the relevant UK resolution authority of its decision to exercisesuch power with respect to the Notes. The remedies under the Notes are more limited than those that may be available to some of our other unsubordinated creditors. There is no right of acceleration in thecase of non-payment of principal and/or interest on the Notes or of our failure to perform any of our obligations under or in respect of the Notes. Payment of the principalamount, together with accrued and unpaid payments