HSBC

HSBC Holdings plc Form 6-K Summary

Business Context and Reporting Period

This Form 6-K, filed on March 11, 2026, discloses transactions by Persons Discharging Managerial Responsibilities (PDMRs) in HSBC Holdings plc ordinary shares. The transactions occurred on March 9, 2026, and relate to the grant of variable pay awards for the performance year ended December 31, 2025.

Key Financial Metrics

The filing does not report corporate revenue, profit, cash flow, margins, debt, or liquidity metrics. It focuses exclusively on executive compensation transactions. Key transaction metrics include:

• Share Price Basis: Awards were valued at an average closing price of £12.82 on the London Stock Exchange (five days starting March 2, 2026).
• Tax Disposal Price: Shares sold to cover tax liabilities were transacted at approximately £12.44.
• Total Acquisitions: PDMRs acquired a total of 2,453,177 shares under the HSBC Share Plan 2011.
• Total Disposals: PDMRs sold a total of 262,771 shares to cover income tax and social security liabilities.

Material Changes and Transaction Details

The filing details two categories of awards granted to Executive Directors and Other PDMRs:

1. Long Term Incentive (LTI) Awards:
   • Performance period: January 1, 2026, to December 31, 2028.
   • Vesting: Executive Directors vest in five equal annual installments starting March 2029; Other PDMRs vest in two tranches (75% in March 2029, 25% in March 2030).
   • Notable awards: Georges Elhedery (702,028 shares) and Pam Kaur (409,516 shares).
2. Annual Incentive Awards:
   • Immediately Vested: Shares vested immediately with a 12-month retention period. A portion was sold to cover taxes.

     Executive	Shares Awarded	Shares Sold (Tax)	Net Vested
     Georges Elhedery	140,600	66,082	74,518
     Pam Kaur	81,903	38,495	43,408
     Stuart Riley	100,039	47,019	53,020

   • Deferred Awards: Vest in four equal annual tranches commencing March 2027. No immediate tax sales were recorded for these specific deferred portions in the summary tables.

Guidance, Outlook, and Risks

The filing contains no corporate guidance, financial outlook, or discussion of market risks. It notes that the number of LTI shares that will ultimately vest is contingent upon an assessment by the Group Remuneration Committee against financial and non-financial measures detailed in the 2025 Annual Report.

Investor Verification Checklist

• Verify the specific financial and non-financial performance metrics in the 2025 Directors' Remuneration Report that determine LTI vesting.
• Confirm the total number of shares outstanding post-transaction to assess dilution impact.
• Review the 2025 Annual Report to understand the performance assessment criteria for the awards granted.
• Monitor future filings for the actual vesting outcomes in 2029 and 2030.