HSBC Holdings PLC (HSBA) has disclosed the grant of conditional share awards to employees and former employees, covering a total of 336,726 ordinary shares of US$0.50 each, issued at no purchase cost to recipients. The awards were granted on 4 November 2026 under the HSBC Share Plan 2011 and disclosed to the Hong Kong Stock Exchange on 5 November 2026 pursuant to its listing rules. The grants form part of HSBC's regulatory remuneration obligations, requiring a portion of variable pay for Material Risk Takers to be delivered in shares. Investors tracking executive and staff remuneration structures at one of the world's largest banking groups may note the detail on vesting schedules and clawback provisions.

Key Points

  • HSBC Holdings PLC (HSBA), Hong Kong Stock Code: 5, headquartered at 8 Canada Square, London
  • 336,726 conditional ordinary shares granted on 4 November 2026 under the HSBC Share Plan 2011 at zero purchase price
  • Closing market price on the London Stock Exchange on the date of grant was GBP 13.182 per share; standard vesting runs over three years
  • Investors should watch the remaining plan capacity: 1,111,855,862 shares available under the 10% limit and 355,401,930 under the 5% limit

HSBC Share Plan 2011 Award Details: 336,726 Shares Granted at GBP 13.182 Closing Price

The announcement states that on 4 November 2026, HSBC Holdings granted conditional awards to employees and former employees to subscribe for 336,726 ordinary shares, each with a nominal value of US$0.50. The awards carry a purchase price of GBP 0, meaning recipients are not required to pay for the shares at the point of grant. The closing market price of HSBC ordinary shares on the London Stock Exchange on the grant date was GBP 13.182. The awards are made under the HSBC Share Plan 2011, a long-established group-wide employee share scheme designed to align staff remuneration with shareholder interests.

Three-Year Vesting Schedule and Extended Periods for Material Risk Takers

Under HSBC's group-wide deferral policy, standard awards vest over three years: 33% on the first anniversary of grant, 33% on the second, and 34% on the third. The announcement notes that Material Risk Takers — employees identified under relevant remuneration regulations — may face extended vesting periods of up to five years. Immediately vested share awards, which represent the non-deferred portion of a Material Risk Taker's pay required to be delivered in shares under UK regulation, are subject to a 12-month post-vesting retention period during which shares cannot be sold. Buy-out awards for new hires generally mirror the vesting terms of forfeited awards from previous employers.

Clawback Provisions and Regulatory Compliance Obligations

The disclosure confirms that clawback provisions apply to awards in line with HSBC's regulatory obligations and internal clawback policy. For buy-out awards, clawback applies only where the employee's forfeited award from their former employer was itself subject to clawback; where it was not, no clawback terms attach to the HSBC replacement award. Certain awards are additionally subject to completion of a strategically important project, though no performance targets apply to other plan awards, as the announcement states these represent deferred bonuses meeting UK regulatory requirements. Performance targets instead attach to the initial variable pay award.

Remaining Share Plan Capacity Under HSBC's 10% and 5% Issuance Limits

The announcement provides detail on the headroom remaining within the HSBC Share Plan 2011's two issuance limits. Under the 10% limit — covering all employee share plans operated by HSBC over the previous 10 years — 1,111,855,862 shares remain available for future grant. Under the stricter 5% limit, which applies specifically to the HSBC Share Plan 2011, 355,401,930 shares remain available. No financial assistance is provided by the company or any subsidiary to grantees in connection with these awards. The announcement was signed by Angela McEntee, Group Company Secretary, on behalf of the board.