HSBC (NYSE: HSBC) issues zero-cost conditional share awards to staff

Rhea-AI Filing Summary

HSBC Holdings plc has granted conditional share awards to employees under its International Employee Share Purchase Plan. The awards cover a total of 307,754.79576 ordinary shares of US$0.50 each, split between London and Hong Kong listed stock.

The grant comprises 160,942.19905 London Stock Exchange listed shares and 146,812.59671 Hong Kong Stock Exchange listed shares, with a purchase price of GBP 0 for participants and a vesting period of 2 years 6 months. On the grant date, the closing share prices were GBP 13.324 in London and HKD 138.80 in Hong Kong. The plan is subject to an overall limit of 10% of the Company’s ordinary share capital, with 1,108,840,359 shares still available for future awards.

Key Figures

Total shares granted: 307,754.79576 shares London-listed shares granted: 160,942.19905 shares Hong Kong-listed shares granted: 146,812.59671 shares +5 more

8 metrics

Total shares granted 307,754.79576 shares Conditional awards under HSBC International Employee Share Purchase Plan

London-listed shares granted 160,942.19905 shares Portion of awards listed on London Stock Exchange

Hong Kong-listed shares granted 146,812.59671 shares Portion of awards listed on Hong Kong Stock Exchange

Closing price London GBP 13.324 Ordinary shares on grant date 13 April 2026

Closing price Hong Kong HKD 138.80 Ordinary shares on grant date 13 April 2026

Purchase price for awards GBP 0 Employee cost to receive conditional awards

Vesting period 2 years 6 months Time from grant to vesting for awards

Shares available under mandate 1,108,840,359 shares Remaining capacity under 10% plan limit

Key Terms

conditional awards, vesting period, clawback provisions, plan mandate, +1 more

5 terms

conditional awards financial

"granted conditional awards ("Awards") to employees to subscribe for a total of 307,754.79576 ordinary shares"

vesting period financial

"Vesting period of the Awards | 2 years 6 months"

A vesting period is the set amount of time someone must wait before they fully own granted shares, stock options, or other equity tied to their work or an agreement; ownership increases gradually or in steps during that time. Investors care because vesting determines when insiders or employees can sell shares, which affects future supply of stock, company incentives and executive retention—think of it like unlocking ownership over installments rather than receiving it all at once.

clawback provisions financial

"do not have performance conditions or clawback provisions due to the all-employee nature of the Plan"

plan mandate financial

"Number of shares available for future grant under the plan mandate"

financial assistance financial

"Arrangements for the Company or a subsidiary to provide financial assistance to the grantees | None"

Form 6-K: How Foreign Companies Report to the SEC →

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a - 16 or 15d - 16 of

the Securities Exchange Act of 1934

For the month of April

HSBC Holdings plc

8 Canada Square, London E14 5HQ, England

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F).

Form 20-F X Form 40-F  

The following is the text of an announcement released to The Stock Exchange of Hong Kong Limited on 14 April 2026 pursuant to rules 17.06A, 17.06B and 17.06C of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited:

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.

14 April 2026

       (Hong Kong Stock Code: 5)

HSBC HOLDINGS PLC

GRANT OF CONDITIONAL AWARDS

This announcement is made pursuant to Rules 17.06A, 17.06B and 17.06C of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

On 13 April 2026, HSBC Holdings plc (the "Company") granted conditional awards ("Awards") to employees to subscribe for a total of 307,754.79576 ordinary shares of US$0.50 each of the Company under the HSBC International Employee Share Purchase Plan (the "Plan").

The following are the details of the grants:

Grant date	13 April 2026
Category of grantee	Employees
Number of shares under Awards	160,942.19905 LSE listed shares 146,812.59671 HKSE listed shares
Closing market price of the ordinary shares on the London Stock Exchange and the Hong Kong Stock Exchange on the date of grant	GBP 13.324 HKD 138.80
Purchase price of Awards granted	GBP 0
Vesting period of the Awards	2 years 6 months
Performance Targets and Clawback	Grants of Awards under the Plan do not have performance conditions or clawback provisions due to the all-employee nature of the Plan
Arrangements for the Company or a subsidiary to provide financial assistance to the grantees	None
Number of shares available for future grant under the plan mandate	The Plan is subject to a limit on the number of Shares committed to be issued under all Plan Awards: 10% of the ordinary share capital of the Company in issue immediately before that day, when added to the number of Shares which have been issued, or committed to be issued, to satisfy Awards under the Plan, or options or awards under any other employee share plan operated by the Company granted in the previous 10 years. The number of Shares available to issue under this limit is 1,108,840,359.

For and on behalf of

HSBC Holdings plc

Angela McEntee

Group Company Secretary

The Board of Directors of HSBC Holdings plc as at the date of this announcement comprises:

Brendan Robert Nelson*, Georges Bahjat Elhedery, Geraldine Joyce Buckingham†, Wei Sun Christianson†, Rachel Duan†, Dame Carolyn Julie Fairbairn†, James Anthony Forese†, Ann Frances Godbehere†, Steven Craig Guggenheimer†, Manveen (Pam) Kaur, Dr José Antonio Meade Kuribreña†, Kalpana Jaisingh Morparia†, Eileen K Murray† and Swee Lian Teo†.

*  Independent non-executive Chairman

†  Independent non-executive Director

HSBC Holdings plc

Registered Office and Group Head Office:

8 Canada Square, London E14 5HQ, United Kingdom Web: www.hsbc.com

Incorporated in England and Wales with limited liability. Registration number 617987

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

HSBC Holdings plc

By:

Name: Angela McEntee

Title: Group Company Secretary

Date: 14 April 2026

FAQ

What did HSBC (HSBC) announce in this Form 6-K?

HSBC announced new conditional share awards for employees under its International Employee Share Purchase Plan. The grants cover 307,754.79576 ordinary shares of US$0.50 each, providing equity-based compensation without an upfront purchase price for participants.

How many HSBC shares were granted under the new employee awards?

HSBC granted 307,754.79576 ordinary shares as conditional awards to employees. This total includes 160,942.19905 London-listed shares and 146,812.59671 Hong Kong-listed shares, all with a nominal value of US$0.50 each under the company’s share purchase plan.

What is the vesting period for HSBC’s new employee share awards?

The awards vest over 2 years and 6 months from the grant date of 13 April 2026. Employees must remain eligible through this vesting period before receiving the shares, reflecting a medium-term incentive horizon for plan participants.

Do HSBC employees pay anything for these new share awards?

No, the purchase price of the awards is GBP 0, meaning employees do not pay to receive the conditional shares. The awards still depend on satisfying the vesting period but have no performance conditions or clawback provisions under this all-employee plan.

Are there performance conditions or clawback terms on HSBC’s awards?

No performance or clawback conditions apply to these awards. HSBC states that grants under this all-employee plan do not include performance targets or clawback provisions, differentiating them from more performance-linked executive incentive schemes.

How many HSBC shares remain available under the plan mandate?

HSBC reports 1,108,840,359 shares available to issue under its plan limit. The mandate caps total shares committed to all employee plans at 10% of ordinary share capital, including awards granted over the previous 10 years.