HSBC 6-K

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 March

HSBC Holdings plc

42nd Floor, 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

HSBC HOLDINGS PLC

6 March 2025

Notification of Transactions by Persons Discharging Managerial Responsibilities ("PDMRs")

The transactions in ordinary shares of US$0.50 each ("Shares") in HSBC Holdings plc (the "Company") detailed below took place on 4 March 2025.

The awards made to Executive Directors disclosed in this announcement are the same awards disclosed in the separate Grant of Conditional Awards announcement released on 6 March 2025 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.

1. Long Term Incentive Awards

Long term incentive awards ("LTI awards") were made to the PDMRs named below, as part of variable pay for the performance year ended 31 December 2024. An LTI award is an award of Shares in the Company, with a three-year forward-looking performance period commencing on 1 January 2025 and ending on 31 December 2027.

At the end of this performance period, the number of Shares that vest will be determined based upon an assessment by the Group Remuneration Committee of performance against financial and non-financial measures in the LTI scorecard, as detailed in the Directors' Remuneration Report in the Annual Report and Accounts 2024. Subject to that assessment, the shares will vest in five equal annual instalments commencing from March 2028. Upon each vesting, a one-year retention period applies.

The LTI awards were made in London and are based upon the average closing Share price on the London Stock Exchange on the five days starting 24 February 2025 which is £9.0700.

Other PDMRs

2. Annual Incentive Awards

Awards of (i) immediately vested and (ii) deferred Shares were made under the HSBC Share Plan 2011. These awards relate to the performance year ended 31 December 2024 and comprise part of the Group's annual incentive arrangements. The awards were determined by assessing performance during the year against financial and non-financial metrics. For Executive Directors who served during the year ended 31 December 2024, the performance assessment is detailed in the Directors' Remuneration Report in the Annual Report and Accounts 2024. Upon vesting, a one-year retention period applies.

Awards were made in London and are based upon the average closing Share price on the London Stock Exchange on the five days starting on 24 February 2025 which is £9.0700.

(i) Immediately vested awards

Executive Directors

Other PDMRs

1Upon vesting, a 6-month retention period applies.

(ii) Deferred awards

Awards vest in five equal annual tranches commencing in March 2028. Upon vesting, a one-year retention period applies.

Other PDMRs

1Awards vest in five equal annual tranches commencing in March 2026.

2Upon vesting, a 6-month retention period applies.

The following disclosures are made in accordance with the UK version of the EU Market Abuse Regulation 596/2014.

For any queries related to this notification, please contact:

Lee Davis

Corporate Governance & Secretariat

[email protected]

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.