HSBC Holdings plc filed a Form 6-K on 6 November 2026 announcing an increase to the maximum tender amount of its cash tender offer for its outstanding 6.000% Perpetual Subordinated Contingent Convertible Securities, raising the cap from $1,000,000,000 to $1,500,000,000.

Key Highlights

  • Maximum Tender Amount increased: The cap on the tender offer was raised from $1,000,000,000 to $1,500,000,000 in aggregate principal amount.
  • Securities targeted: The offer covers outstanding $3,000,000,000 6.000% Perpetual Subordinated Contingent Convertible Securities, callable May 22, 2027 and every five years thereafter (CUSIP: 404280 BL2 / ISIN: US404280BL25).
  • Purchase price: Holders whose Securities are accepted will receive $1,005.00 per $1,000.00 of principal amount tendered, plus accrued and unpaid interest.
  • Offer expiration: The offer is scheduled to expire at 5:00 p.m. (New York City time) on 19 November 2026, unless extended or earlier terminated.
  • Expected settlement: The settlement date is expected to occur on 24 November 2026, subject to the terms and conditions of the offer.
  • New issuance condition: Completion of the offer is conditioned on the successful closing of a separately priced $1,500,000,000 7.625% Perpetual Subordinated Contingent Convertible Securities offering announced on 5 November 2026.
  • Stated purpose: According to the filing, "The Offer is being undertaken to proactively manage the Company's Tier 1 capital base."

HSBC Amends Tender Offer Terms, Lifting Maximum Purchase Amount by $500 Million

HSBC Holdings plc disclosed, via a Form 6-K filed for the month of November 2026, that it has amended its previously announced tender offer for one series of securities. The original offer, announced on 5 November 2026, set a maximum tender amount of $1,000,000,000. The amendment raises that ceiling to $1,500,000,000 in aggregate principal amount. All other terms and conditions described in the Offer to Purchase dated 5 November 2026 remain unchanged, according to the filing.

The securities subject to the offer are the company's $3,000,000,000 6.000% Perpetual Subordinated Contingent Convertible Securities (Callable May 22, 2027 and Every Five Years Thereafter), identified by CUSIP 404280 BL2 and ISIN US404280BL25. The filing states the purchase price is 100.50% of principal, translating to $1,005.00 per $1,000.00 tendered and accepted. Holders will also receive accrued and unpaid interest from the last interest payment date up to, but not including, the Settlement Date. The filing notes that securities may be tendered only in a minimum aggregate principal amount of $200,000 and in integral multiples of $1,000 in excess thereof.

The company disclosed that the offer is expected to be "financed with cash on hand." Accepted securities will be cancelled and retired and will no longer remain outstanding obligations of the company. The filing also notes that the offer is not conditioned upon any minimum level of participation, and that the company retains the right to further increase or decrease the Maximum Tender Amount in its sole discretion. HSBC Bank plc has been retained as dealer manager, and Global Bondholder Services Corporation is acting as information agent.

What Was Disclosed

HSBC Holdings plc filed a Form 6-K on 6 November 2026 disclosing an amendment to its tender offer for 6.000% Perpetual Subordinated Contingent Convertible Securities, increasing the maximum tender amount from $1,000,000,000 to $1,500,000,000, with an offer expiration of 19 November 2026 and expected settlement on 24 November 2026.