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
HSBC HOLDINGS PLC
12 March 2026
Notification of Transactions by Persons Discharging Managerial Responsibilities ("PDMRs")
Deferred awards (the "Awards"), Long Term Incentive awards (the "LTI Awards") and Buyout awards in ordinary shares of US$0.50 each (the "Shares") in HSBC Holdings plc (the "Company") vested on 10 March 2026.
Shares were sold to cover withholding tax over 10 and 11 March 2026 at a volume weighted average price of £12.796142.
1. Annual Incentive awards (Performance Year 2018)
Awards of Shares in the Company were granted in 2019 as a part of variable pay for the performance year ended 31 December 2018.
On 10 March 2026, tranches of the Awards granted in 2019 vested and the following transactions took place in London:
| Name | Total number of Shares vested | Number of Shares sold |
|---|---|---|
| Pam Kaur | 18,655 | 8,768 |
Pam Kaur is required to retain a number of Shares equivalent in value to those that vested under the Awards (net of tax liabilities) for twelve months from the original vesting date.
2. Annual Incentive awards (Performance Year 2019)
Awards of Shares in the Company were granted in 2020 as a part of variable pay for the performance year ended 31 December 2019.
On 10 March 2026, tranches of the Awards granted in 2020 vested and the following transactions took place in London:
| Name | Total number of Shares vested | Number of Shares sold |
|---|---|---|
| Georges Elhedery | 29,532 | 13,881 |
| Pam Kaur | 19,635 | 9,229 |
| Barry O'Byrne | 15,152 | 1,698 |
Georges Elhedery and Pam Kaur are required to retain a number of Shares equivalent in value to those that vested under the Awards (net of tax liabilities) for twelve months from the original vesting date.
3. Annual Incentive awards (Performance Year 2020)
Awards of Shares in the Company were granted in 2021 as a part of variable pay for the performance year ended 31 December 2020.
On 10 March 2026, tranches of the Awards granted in 2021 vested and the following transactions took place in London:
| Name | Total number of Shares vested | Number of Shares sold |
|---|---|---|
| Georges Elhedery | 61,104 | 28,718 |
| Pam Kaur | 42,388 | 19,922 |
| Richard Blackburn | 11,800 | 5,546 |
| David Liao | 18,753 | - |
| Barry O'Byrne | 27,714 | 1,099 |
| Michael Roberts | 46,879 | 23,932 |
| Suzanna White | 8,792 | 3,944 |
Georges Elhedery and Pam Kaur are required to retain a number of Shares equivalent in value to those that vested under the Awards (net of tax liabilities) for twelve months from the original vesting date.
4. Annual Incentive awards (Performance Year 2021)
Awards of Shares in the Company were granted in 2022 as a part of variable pay for the performance year ended 31 December 2021.
On 10 March 2026, tranches of the Awards granted in 2022 vested and the following transactions took place in London:
| Name | Total number of Shares vested | Number of Shares sold |
|---|---|---|
| Georges Elhedery | 54,632 | 25,677 |
| Pam Kaur | 42,108 | 19,791 |
| Richard Blackburn | 11,711 | 5,505 |
| David Liao | 27,591 | - |
| Barry O'Byrne | 25,908 | - |
| Michael Roberts | 43,415 | 22,164 |
| Surendra Rosha | 27,591 | 4,415 |
| Suzanna White | 12,542 | 5,643 |
Georges Elhedery, Pam Kaur and Surendra Rosha are required to retain a number of Shares equivalent in value to those that vested under the Awards (net of tax liabilities) for twelve months from the original vesting date.
5. Annual Incentive awards (Performance Year 2022)
Awards of Shares in the Company were granted in 2023 as a part of variable pay for the performance year ended 31 December 2022.
On 10 March 2026, tranches of the Awards granted in 2023 vested and the following transactions took place in London:
| Name | Total number of Shares vested | Number of Shares sold |
|---|---|---|
| Pam Kaur | 13,168 | 6,189 |
| Richard Blackburn | 10,245 | 4,815 |
| David Liao | 9,763 | - |
| Barry O'Byrne | 11,015 | - |
| Michael Roberts | 19,640 | 10,026 |
| Surendra Rosha | 9,763 | 1,562 |
| Suzanna White | 12,743 | 5,761 |
Pam Kaur and Surendra Rosha are required to retain a number of Shares equivalent in value to those that vested under the Awards (net of tax liabilities) for twelve months from the original vesting date.
6. Long Term Incentive awards (2022 to 2024 performance period)
LTI Awards were granted in 2022, with a three-year forward-looking performance period commencing on 1 January 2022 and ending on 31 December 2024. The performance outcome of 75% was determined based on an assessment by the Group Remuneration Committee of performance against financial and non-financial measures, as detailed in the Directors' Remuneration Report in the Annual Report and Accounts 2024. Shares vest in five equal annual instalments which commenced from March 2025. Georges Elhedery, Pam Kaur and Surendra Rosha are required to retain a number of Shares equivalent in value to those that vested under the LTI Awards (net of tax liabilities) for twelve months from the original vesting date. Tranches of the LTI Awards granted in 2022 vested and the following transactions took place in London:
| Name | LTI Award lapsed | Total number of Shares vested | Number of Shares sold |
|---|---|---|---|
| Georges Elhedery | 44,798 | 33,597 | 15,791 |
| Pam Kaur | 33,616 | 25,211 | 11,850 |
| David Liao | 26,170 | 19,627 | - |
| Barry O'Byrne | 23,861 | 17,895 | - |
| Michael Roberts | 39,030 | 29,271 | 14,943 |
| Surendra Rosha | 26,170 | 19,627 | 3,141 |
7. Long Term Incentive awards (2023 to 2025 performance period)
LTI Awards were granted in 2023, with a three-year forward-looking performance period commencing on 1 January 2023 and ending on 31 December 2025. The performance outcome of 45.19% was determined based on an assessment by the Group Remuneration Committee of performance against financial and non-financial measures, as detailed in the Directors' Remuneration Report in the Annual Report and Accounts 2025. Shares will vest in five equal annual instalments from March 2026. Georges Elhedery, Pam Kaur and Surendra Rosha are required to retain a number of Shares equivalent in value to those that vested under the LTI Awards (net of tax liabilities) for twelve months from the original vesting. Tranches of the LTI Awards granted in 2023 vested and the following transactions took place in London:
| Name | LTI Award lapsed | Total number of Shares vested | Number of Shares sold |
|---|---|---|---|
| Georges Elhedery | 137,833 | 22,728 | 10,682 |
| Pam Kaur | 80,239 | 13,230 | 6,218 |
| David Liao | 65,992 | 10,881 | - |
| Barry O'Byrne | 66,396 | 10,948 | - |
| Michael Roberts | 111,951 | 18,460 | 9,424 |
| Surendra Rosha | 65,992 | 10,881 | 1,741 |
8. Buyout Awards
Buyout awards of Shares that were granted to Stuart Riley on 8 May 2024, as a result of his HSBC appointment, vested. The following transactions took place in London:
| Name | Total number of Shares vested | Number of Shares sold |
|---|---|---|
| Stuart Riley1 | 254,677 | 119,699 |
1 The third tranche of the 8 May 2024 Buyout Award. A six-month retention period will apply.
For the purpose of the below disclosures, the value of the awards which vested on 10 March 2026 has been calculated using the closing Share price of the Company on the London Stock Exchange on 9 March 2026 of £12.51.
The following disclosures are made in accordance with the UK version of the EU Market Abuse Regulation 596/2014.
| 1 - Details of the person discharging managerial responsibilities /<br>person closely associated | |||||
|---|---|---|---|---|---|
| Name of natural person | Georges Elhedery | ||||
| 2 - Reason for the notification | |||||
| Position/status | Group Chief Executive | ||||
| Initial notification/amendment | Initial Notification | ||||
| 3 - Details of the issuer, emission allowance market participant,<br>auction platform, auctioneer or auction monitor | |||||
| Full name of the entity | HSBC Holdings plc | ||||
| Legal Entity Identifier code | MLU0ZO3ML4LN2LL2TL39 | ||||
| 4 - Details of the transaction(s) | |||||
| Transaction(s) summary table | |||||
| Date of Transaction | Financial Instrument | Identification Code | Place of Transaction | Currency | |
| 2026-03-10 | Ordinary shares of US0.50 each | GB0005405286 | London Stock Exchange, Main Market (XLON) | GBP - British Pound | |
| Nature of Transaction:<br><br><br><br><br><br>Vestings under the HSBC Share Plan 2011 | Price | Total | |||
| 12.51 | 2,521,928.43 | ||||
| Aggregated | 201,593 | 2,521,928.43 | |||
| Date of Transaction | Identification Code | Place of Transaction | Currency | ||
| 2026-03-10 | GB0005405286 | London Stock Exchange, Main Market (XLON) | GBP - British Pound | ||
| Nature of Transaction:<br><br><br><br><br><br>Lapse of Long Term Incentive awards | Price | Total | |||
| 0 | 0 | ||||
| Aggregated | 182,631 | 0 | |||
| Date of Transaction | Financial Instrument | Identification Code | Place of Transaction | Currency | |
| 2026-03-11 | Ordinary shares of US0.50 each | GB0005405286 | London Stock Exchange, Main Market (XLON) | GBP - British Pound | |
| Nature of Transaction:<br><br><br><br><br><br>Disposal | Price | Total | |||
| 12.80 | 1,212,421.66 | ||||
| Aggregated | 94,749 | 1,212,421.66 |
All values are in US Dollars.
| 1 - Details of the person discharging managerial responsibilities /<br>person closely associated | |||||
|---|---|---|---|---|---|
| Name of natural person | Pam Kaur | ||||
| 2 - Reason for the notification | |||||
| Position/status | Group Chief Financial Officer | ||||
| Initial notification/amendment | Initial Notification | ||||
| 3 - Details of the issuer, emission allowance market participant,<br>auction platform, auctioneer or auction monitor | |||||
| Full name of the entity | HSBC Holdings plc | ||||
| Legal Entity Identifier code | MLU0ZO3ML4LN2LL2TL39 | ||||
| 4 - Details of the transaction(s) | |||||
| Transaction(s) summary table | |||||
| Date of Transaction | Financial Instrument | Identification Code | Place of Transaction | Currency | |
| 2026-03-10 | Ordinary shares of US0.50 each | GB0005405286 | London Stock Exchange, Main Market (XLON) | GBP - British Pound | |
| Nature of Transaction:<br><br><br><br><br><br>Vestings under the HSBC Share Plan 2011 | Price | Total | |||
| 12.51 | £2,181,681.45 | ||||
| Aggregated | 12.51 | £2,181,681.45 | |||
| Date of Transaction | Identification Code | Place of Transaction | Currency | ||
| 2026-03-10 | GB0005405286 | London Stock Exchange, Main Market (XLON) | GBP - British Pound | ||
| Nature of Transaction:<br><br><br><br><br><br>Lapse of Long Term Incentive awards | Price | Total | |||
| 0 | 0 | ||||
| Aggregated | 113,855 | 0 | |||
| Date of Transaction | Financial Instrument | Identification Code | Place of Transaction | Currency | |
| 2026-03-11 | Ordinary shares of US0.50 each | GB0005405286 | London Stock Exchange, Main Market (XLON) | GBP - British Pound | |
| Nature of Transaction:<br><br><br><br><br><br>Disposal | Price | Total | |||
| 12.80 | 1,048,861.37 | ||||
| Aggregated | 81,967 | 1,048,861.37 |
All values are in US Dollars.
| 1 - Details of the person discharging managerial responsibilities /<br>person closely associated | ||||||
|---|---|---|---|---|---|---|
| Name of natural person | Richard Blackburn | |||||
| 2 - Reason for the notification | ||||||
| Position/status | Group Chief Risk and Compliance Officer | |||||
| Initial notification/amendment | Initial Notification | |||||
| 3 - Details of the issuer, emission allowance market participant,<br>auction platform, auctioneer or auction monitor | ||||||
| Full name of the entity | HSBC Holdings plc | |||||
| Legal Entity Identifier code | MLU0ZO3ML4LN2LL2TL39 | |||||
| 4 - Details of the transaction(s) | ||||||
| Transaction(s) summary table | ||||||
| Date of Transaction | Financial Instrument | Identification Code | Place of Transaction | Currency | ||
| 2026-03-10 | Ordinary shares of US$0.50 each | GB0005405286 | London Stock Exchange, Main Market (XLON) | GBP - British Pound | ||
| Nature of Transaction:<br><br><br><br><br><br>Vestings under the HSBC Share Plan 2011 | Price | Total | ||||
| £12.51 | 33,756 | 422,287.56 | ||||
| Aggregated | £12.51 | 33,756 | 422,287.56 | |||
| Date of Transaction | Financial Instrument | Identification Code | Place of Transaction | Currency | ||
| 2026-03-11 | Ordinary shares of US$0.50 each | GB0005405286 | London Stock Exchange, Main Market (XLON) | GBP - British Pound | ||
| Nature of Transaction:<br><br><br><br><br><br>Disposal | Price | Total | ||||
| £12.80 | 15,866 | 203,023.59 | ||||
| Aggregated | £12.796 | 15,866 | 203,023.59 |
All values are in British Pounds.
| 1 - Details of the person discharging managerial responsibilities /<br>person closely associated | |||||
|---|---|---|---|---|---|
| Name of natural person | David Liao | ||||
| 2 - Reason for the notification | |||||
| Position/status | Co-Chief Executive, Asia and Middle East | ||||
| Initial notification/amendment | Initial Notification | ||||
| 3 - Details of the issuer, emission allowance market participant,<br>auction platform, auctioneer or auction monitor | |||||
| Full name of the entity | HSBC Holdings plc | ||||
| Legal Entity Identifier code | MLU0ZO3ML4LN2LL2TL39 | ||||
| 4 - Details of the transaction(s) | |||||
| Transaction(s) summary table | |||||
| Date of Transaction | Financial Instrument | Identification Code | Place of Transaction | Currency | |
| 2026-03-10 | Ordinary shares of US0.50 each | GB0005405286 | London Stock Exchange, Main Market (XLON) | GBP - British Pound | |
| Nature of Transaction:<br><br><br><br><br><br>Vestings under the HSBC Share Plan 2011 | Price | Total | |||
| 12.51 | 1,083,553.65 | ||||
| Aggregated | 86,615 | 1,083,553.65 | |||
| Date of Transaction | Financial Instrument | Identification Code | Place of Transaction | Currency | |
| 2026-03-10 | Ordinary shares of US0.50 each | GB0005405286 | London Stock Exchange, Main Market (XLON) | GBP - British Pound | |
| Nature of Transaction:<br><br><br><br><br><br>Lapse of Long Term Incentive awards | Price | Total | |||
| 0 | 0 | ||||
| Aggregated | 92,162 | 0 |
All values are in US Dollars.
| 1 - Details of the person discharging managerial responsibilities /<br>person closely associated | |||||
|---|---|---|---|---|---|
| Name of natural person | Barry O'Byrne | ||||
| 2 - Reason for the notification | |||||
| Position/status | Chief Executive, International Wealth and Premier<br>Banking | ||||
| Initial notification/amendment | Initial Notification | ||||
| 3 - Details of the issuer, emission allowance market participant,<br>auction platform, auctioneer or auction monitor | |||||
| Full name of the entity | HSBC Holdings plc | ||||
| Legal Entity Identifier code | MLU0ZO3ML4LN2LL2TL39 | ||||
| 4 - Details of the transaction(s) | |||||
| Transaction(s) summary table | |||||
| Date of Transaction | Financial Instrument | Identification Code | Place of Transaction | Currency | |
| 2026-03-10 | Ordinary shares of US0.50 each | GB0005405286 | London Stock Exchange, Main Market (XLON) | GBP - British Pound | |
| Nature of Transaction:<br><br><br><br><br><br>Vestings under the HSBC Share Plan 2011 | Price | Total | |||
| 12.51 | 1,358,986.32 | ||||
| Aggregated | 108,632 | 1,358,986.32 | |||
| Date of Transaction | Identification Code | Place of Transaction | Currency | ||
| 2026-03-10 | GB0005405286 | London Stock Exchange, Main Market (XLON) | GBP - British Pound | ||
| Nature of Transaction:<br><br><br><br><br><br>Lapse of Long Term Incentive awards | Price | Total | |||
| 0 | 0 | ||||
| Aggregated | 90,257 | 0 | |||
| Date of Transaction | Financial Instrument | Identification Code | Place of Transaction | Currency | |
| 2026-03-11 | Ordinary shares of US0.50 each | GB0005405286 | London Stock Exchange, Main Market (XLON) | GBP - British Pound | |
| Nature of Transaction:<br><br><br><br><br><br>Disposal | Price | Total | |||
| 12.80 | 35,790.81 | ||||
| Aggregated | 2,797 | 35,790.81 |
All values are in US Dollars.
| 1 - Details of the person discharging managerial responsibilities /<br>person closely associated | ||||||
|---|---|---|---|---|---|---|
| Name of natural person | Stuart Riley | |||||
| 2 - Reason for the notification | ||||||
| Position/status | Group Chief Information Officer | |||||
| Initial notification/amendment | Initial Notification | |||||
| 3 - Details of the issuer, emission allowance market participant,<br>auction platform, auctioneer or auction monitor | ||||||
| Full name of the entity | HSBC Holdings plc | |||||
| Legal Entity Identifier code | MLU0ZO3ML4LN2LL2TL39 | |||||
| 4 - Details of the transaction(s) | ||||||
| Transaction(s) summary table | ||||||
| Date of Transaction | Financial Instrument | Identification Code | Place of Transaction | Currency | ||
| 2026-03-10 | Ordinary shares of US$0.50 each | GB0005405286 | London Stock Exchange, Main Market (XLON) | GBP - British Pound | ||
| Nature of Transaction:<br><br><br><br><br><br>Vestings under the HSBC Share Plan 2011 | Price | Total | ||||
| £12.51 | 254,677 | 3,186,009.27 | ||||
| Aggregated | £12.51 | 254,677 | 3,186,009.27 | |||
| Date of Transaction | Financial Instrument | Identification Code | Place of Transaction | Currency | ||
| 2026-03-11 | Ordinary shares of US$0.50 each | GB0005405286 | London Stock Exchange, Main Market (XLON) | GBP - British Pound | ||
| Nature of Transaction:<br><br><br><br><br><br>Disposal | Price | Total | ||||
| £12.80 | 119,699 | 1,531,685.40 | ||||
| Aggregated | £12.796 | 119,699 | 1,531,685.40 |
All values are in British Pounds.
| 1 - Details of the person discharging managerial responsibilities /<br>person closely associated | |||||
|---|---|---|---|---|---|
| Name of natural person | |||||
| 2 - Reason for the notification | |||||
| Position/status | |||||
| Initial notification/amendment | |||||
| 3 - Details of the issuer, emission allowance market participant,<br>auction platform, auctioneer or auction monitor | |||||
| Full name of the entity | |||||
| Legal Entity Identifier code | |||||
| 4 - Details of the transaction(s) | |||||
| Transaction(s) summary table | |||||
| Date of Transaction | Financial Instrument | Currency | |||
| 2026-03-10 | Ordinary shares of US0.50 each | GBP - British Pound | |||
| Nature of Transaction:<br><br><br><br><br><br>Vestings under the HSBC Share Plan 2011 | Volume | Total | |||
| 157,665 | £1,972,389.15 | ||||
| 157,665 | £1,972,389.15 | ||||
| Date of Transaction | Currency | ||||
| 2026-03-10 | GBP - British Pound | ||||
| Nature of Transaction:<br><br><br><br><br><br>Lapse of Long Term Incentive awards | Volume | Total | |||
| £0 | 150,981 | ||||
| Aggregated | 0 | ||||
| Date of Transaction | Financial Instrument | Currency | |||
| 2026-03-11 | Ordinary shares of US0.50 each | GBP - British Pound | |||
| Nature of Transaction:<br><br><br><br><br><br>Disposal | Volume | Total | |||
| £12.80 | 80,489 | ||||
| Aggregated | 12.796 |
All values are in US Dollars.
| 1 - Details of the person discharging managerial responsibilities /<br>person closely associated | |||||
|---|---|---|---|---|---|
| Name of natural person | Surendra Rosha | ||||
| 2 - Reason for the notification | |||||
| Position/status | Co-Chief Executive, Asia and Middle East | ||||
| Initial notification/amendment | Initial Notification | ||||
| 3 - Details of the issuer, emission allowance market participant,<br>auction platform, auctioneer or auction monitor | |||||
| Full name of the entity | HSBC Holdings plc | ||||
| Legal Entity Identifier code | MLU0ZO3ML4LN2LL2TL39 | ||||
| 4 - Details of the transaction(s) | |||||
| Transaction(s) summary table | |||||
| Date of Transaction | Financial Instrument | Identification Code | Place of Transaction | Currency | |
| 2026-03-10 | Ordinary shares of US0.50 each | GB0005405286 | London Stock Exchange, Main Market (XLON) | GBP - British Pound | |
| Nature of Transaction:<br><br><br><br><br><br>Vestings under the HSBC Share Plan 2011 | Price | Total | |||
| 12.51 | 848,953.62 | ||||
| Aggregated | 67,862 | 848,953.62 | |||
| Date of Transaction | Identification Code | Place of Transaction | Currency | ||
| 2026-03-10 | GB0005405286 | London Stock Exchange, Main Market (XLON) | GBP - British Pound | ||
| Nature of Transaction:<br><br><br><br><br><br>Lapse of Long Term Incentive awards | Price | Total | |||
| 0 | 0 | ||||
| Aggregated | 92,162 | 0 | |||
| Date of Transaction | Financial Instrument | Identification Code | Place of Transaction | Currency | |
| 2026-03-11 | Ordinary shares of US0.50 each | GB0005405286 | London Stock Exchange, Main Market (XLON) | GBP - British Pound | |
| Nature of Transaction:<br><br><br><br><br><br>Disposal | Price | Total | |||
| 12.80 | 138,953.31 | ||||
| Aggregated | 10,859 | 138,953.31 |
All values are in US Dollars.
| 1 - Details of the person discharging managerial responsibilities /<br>person closely associated | ||||||
|---|---|---|---|---|---|---|
| Name of natural person | Suzanna White | |||||
| 2 - Reason for the notification | ||||||
| Position/status | Group Chief Operating Officer | |||||
| Initial notification/amendment | Initial Notification | |||||
| 3 - Details of the issuer, emission allowance market participant,<br>auction platform, auctioneer or auction monitor | ||||||
| Full name of the entity | HSBC Holdings plc | |||||
| Legal Entity Identifier code | MLU0ZO3ML4LN2LL2TL39 | |||||
| 4 - Details of the transaction(s) | ||||||
| Transaction(s) summary table | ||||||
| Date of Transaction | Financial Instrument | Identification Code | Place of Transaction | Currency | ||
| 2026-03-10 | Ordinary shares of US$0.50 each | GB0005405286 | London Stock Exchange, Main Market (XLON) | GBP - British Pound | ||
| Nature of Transaction:<br><br><br><br><br><br>Vestings under the HSBC Share Plan 2011 | Price | Total | ||||
| £12.51 | 34,077 | 426,303.27 | ||||
| Aggregated | £12.51 | 34,077 | 426,303.27 | |||
| Date of Transaction | Financial Instrument | Identification Code | Place of Transaction | Currency | ||
| 2026-03-11 | Ordinary shares of US$0.50 each | GB0005405286 | London Stock Exchange, Main Market (XLON) | GBP - British Pound | ||
| Nature of Transaction:<br><br><br><br><br><br>Disposal | Price | Total | ||||
| £12.80 | 15,348 | 196,395.19 | ||||
| Aggregated | £12.796 | 15,348 | 196,395.19 |
All values are in British Pounds.
For any queries related to this notification, please contact:
Lee Davis
Corporate Governance & Secretariat
shareholderquestions@hsbc.com
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>12 March 2026 |