HSBC 6-K
Hsbc Holdings PLC (HSBC)
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
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 11 March 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.
11 March 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 9 March 2026, HSBC Holdings plc (the "Company") granted conditional awards ("Awards") to directors, employees and former employees to subscribe for a total of 35,019,686 ordinary shares of US$0.50 each of the Company ("Shares") under the HSBC Share Plan 2011 (the "Plan").
The following are the details of the grants:
Grants to Directors:
| Name<br>of grantee | Georges<br>Elhedery | |
|---|---|---|
| Relationship<br>between the grantee and the Company | Director<br>of the Company | |
| Number<br>of shares under Awards | 842,628 | |
| Closing<br>market price of the ordinary shares on the London Stock Exchange on<br>the date of grant | GBP<br>12.51 | |
| Purchase<br>price of Awards granted | GBP<br>0 | |
| Vesting<br>period of the Awards | As<br>disclosed in the Directors Remuneration Report in the Annual Report<br>and Accounts 2025, two awards have been granted to Georges<br>Elhedery:<br><br>50%<br>of the 2025 annual incentive award is delivered in immediately<br>vested shares subject to a retention period of 12<br>months.<br><br>The<br>2026-2028 Long Term Incentive ("LTI") award will, subject to the<br>performance outcome, vest in five equal instalments starting from<br>the third anniversary of the grant date. Upon each vesting, a<br>12-month retention period applies.<br><br>The<br>Company views it as appropriate for the annual incentive award to<br>vest immediately and not to be subject to a vesting period for two<br>reasons:<br><br>1)<br>The annual incentive is a non-deferred portion of the Directors<br>remuneration, which must be partly delivered in shares to comply<br>with UK regulation.<br><br>2)<br>The annual incentive share award is subject to a retention period<br>of 12 months, during which time the Directors cannot sell the<br>shares. | |
| Performance<br>Targets and Clawback | The<br>immediately vested shares are not subject to forward looking<br>performance conditions as they form part of the annual incentive<br>for which performance is measured over the preceding performance<br>year.<br><br>The<br>LTI award is subject to the following performance conditions as<br>detailed in the Directors Remuneration Report in the Annual Report<br>and Accounts 2025: | |
| Measure | Weighting | |
| Average<br>Return on Tangible Equity ("RoTE") with Common Equity Tier 1<br>("CET1") underpin | 42.5% | |
| Environment | 15% | |
| Relative Total<br>Shareholder Return ("TSR") | 42.5% | |
| Clawback<br>applies to the Plan Awards in line with the Company's regulatory<br>obligations as set out in the Company's internal clawback<br>policy. | ||
| Arrangements<br>for the Company or a subsidiary to provide financial assistance to<br>the grantees | None | |
| Name<br>of grantee | Manveen<br>(Pam) Kaur | |
| Relationship<br>between the grantee and the Company | Director<br>of the Company | |
| Number<br>of shares under Awards | 491,419 | |
| Closing<br>market price of the ordinary shares on the London Stock Exchange on<br>the date of grant | GBP<br>12.51 | |
| Purchase<br>price of Awards granted | GBP<br>0 | |
| Vesting<br>period of the Awards | As<br>disclosed in the Directors Remuneration Report in the Annual Report<br>and Accounts 2025, two awards have been granted to Manveen (Pam)<br>Kaur:<br><br>50%<br>of the 2025 annual incentive award is delivered in immediately<br>vested shares subject to a retention period of 12<br>months.<br><br>The<br>2026-2028 LTI award will, subject to the performance outcome, vest<br>in five equal instalments starting from the third anniversary of<br>the grant date. Upon each vesting, a 12-month retention period<br>applies.<br><br>The<br>Company views it as appropriate for the annual incentive award to<br>vest immediately and not to be subject to a vesting period for two<br>reasons:<br><br>1)<br>The annual incentive is a non-deferred portion of the Directors<br>remuneration, which must be partly delivered in shares to comply<br>with UK regulation.<br><br>2)<br>The annual incentive share award is subject to a retention period<br>of 12 months, during which time the Directors cannot sell the<br>shares. | |
| Performance<br>Targets and Clawback | The<br>immediately vested shares are not subject to forward looking<br>performance conditions as they form part of the annual incentive<br>for which performance is measured over the preceding performance<br>year.<br><br>The<br>LTI award is subject to the following performance conditions as<br>detailed in the Directors Remuneration Report in the Annual Report<br>and Accounts 2025: | |
| Measure | Weighting | |
| Average<br>RoTE with CET1 underpin | 42.5% | |
| Environment | 15% | |
| Relative<br>TSR | 42.5% | |
| Clawback<br>applies to the Plan Awards in line with the Company's regulatory<br>obligations as set out in the Company's internal clawback<br>policy. | ||
| Arrangements<br>for the Company or a subsidiary to provide financial assistance to<br>the grantees | None | |
| Grants to other<br>grantees: | ||
| --- | --- | --- |
| Category<br>of grantee | Employees<br>and former employees | |
| Number<br>of shares under Awards | 33,685,639 | |
| Closing<br>market price of the ordinary shares on the London Stock Exchange on<br>the date of grant | GBP<br>12.51 | |
| Purchase<br>price of Awards granted | GBP<br>0 | |
| Vesting<br>period of the Awards | Under<br>the HSBC Group-wide deferral policy, vesting occurs over a three<br>year period with 33% vesting on the first and second anniversaries<br>of grant and 34% on the third anniversary.<br><br>Group<br>and local Material Risk Takers may be subject to longer vesting<br>periods of up to five years, as required under the relevant<br>remuneration regulations. Awards may be subject to a 12-month<br>retention period following vesting.<br><br>Immediately<br>vested share awards may be subject to a 12-month retention period<br>following vesting.<br><br>The<br>Company views it as appropriate for the immediately vested share<br>awards to vest immediately and not to be subject to a vesting<br>period for two reasons:<br><br>1)<br>The immediately vested share award is a non-deferred portion of the<br>Material Risk Takers remuneration, which must be partly delivered<br>in shares to comply with UK regulation; each employee will also be<br>granted a deferred share award for which the vesting schedule is<br>noted above.<br><br>2)<br>The immediately vested share award is subject to a retention period<br>of 12-months, during which time the shares cannot be<br>sold.<br><br>The<br>vesting period for retention awards will align to the completion of<br>the relevant project for which the Award was granted. | |
| Performance<br>Targets and Clawback | The<br>Group Operating Committee additionally participate in the 2026-2028<br>LTI. The LTI award is subject to the following performance<br>conditions as detailed in the Directors Remuneration Report in the<br>Annual Report and Accounts 2025: | |
| Measure | Weighting | |
| Average<br>RoTE with CET1 underpin | 42.5% | |
| Environment | 15% | |
| Relative<br>TSR | 42.5% | |
| Certain<br>other awards are subject to the completion of a strategically<br>important project.<br><br>No<br>performance targets apply to any other Plan Awards on the basis<br>that the Awards are a form of deferred bonus to meet regulatory<br>requirements in the UK. Performance targets instead attach to the<br>initial award of the Variable Pay.<br><br>Clawback<br>applies to the Plan Awards in line with the Company's regulatory<br>obligations as set out in the Company's internal clawback<br>policy. | ||
| Arrangements<br>for the Company or a subsidiary to provide financial assistance to<br>the grantees | None | |
| Number<br>of shares available for future grant under the plan<br>mandate | The<br>Plan is subject to two limits on the number of Shares committed to<br>be issued under all Plan Awards:<br><br>1.<br>10% of the ordinary share capital of the Company in issue<br>immediately before that day, less the number of Shares which have<br>been issued, or may be issued, to satisfy Awards under the Plan, or<br>options or awards under any other employee share plan operated by<br>the Company granted in the previous 10 years. The number of Shares<br>available to issue under this limit is 1,062,671,787.<br><br>2.<br>5% of the ordinary share capital of the Company in issue<br>immediately before that day, less the number of Shares which have<br>been issued, or may be issued, to satisfy Awards under the Plan.<br>The number of Shares available to issue under this limit is<br>311,358,956. |
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<br>Holdings plc | |
|---|---|
| By: | |
| Name:<br>Angela McEntee | |
| Title:<br>Group Company Secretary | |
| Date:<br>11 March 2026 |