SEC FORM 3

SEC FORM 3SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Palomaki Daniel Scott

(Last)

(First)

(Middle)

8 CANADA SQUARE, LONDON

(Street)

LONDON

E14 5HQ

(City)

(State)

(Zip)

UNITED KINGDOM

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2026

3. Issuer Name and Ticker or Trading Symbol
HSBC HOLDINGS PLC [ HSBC ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Global Financial Controller

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary shares of US$0.50	28,096	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Conditional Award	⁽¹⁾	⁽²⁾	Ordinary shares of US$0.50	27,260	$0	D
Conditional Award	⁽³⁾	⁽²⁾	Ordinary shares of US$0.50	19,814	$0	D
Conditional Award	⁽⁴⁾	⁽²⁾	Ordinary shares of US$0.50	15,241	$0	D
Dividend Equivalent Rights	⁽⁵⁾	⁽⁵⁾	Ordinary shares of US$0.50	428	$0⁽⁵⁾	D

Explanation of Responses:

1. On August 15, 2024, Mr. Palomaki received a grant of a conditional award representing the right to potentially receive 80,196 ordinary shares, of which 52,936 ordinary shares have vested and been settled. The remainder of the conditional award will vest in March 2027 (18,162 ordinary shares) and March 2028 (9,098 ordinary shares). All vested conditional awards are settled in ordinary shares within 30 days of vesting, but may be cash-settled at the election of the HSBC Holdings plc board of directors.

2. All vested conditional awards are settled in Ordinary Shares within 30 days of vesting, but may be cash-settled at the election of HSBC Holdings plc board of directors.

3. On March 12, 2025, Mr. Palomaki received a grant of a conditional award representing the right to potentially receive 26,418 ordinary shares, 25% of which has vested and been settled in ordinary shares. The remaining 75% of the conditional award vests in three equal annual instalments in March of each of 2027, 2028, and 2029.

4. On March 9, 2026, Mr. Palomaki received a grant of a conditional award representing the right to potentially receive 15,241 ordinary shares. The conditional award vests in four equal annual installments in March of each year, ending in March 2030. Mr. Palomaki is eligible to earn dividend equivalent units on this conditional award.

5. Divided equivalent rights (DERs) accrued on Mr. Palomaki conditional award granted on March 9, 2026. The rights accrue when and as dividends are paid on HSBC Holdings plc ordinary shares. Each DER represents the right to receive the economic equivalent of one ordinary share, and can be settled in cash at the election of the HSBC Holdings plc board of directors. The DERs will be settled as soon as practicable following the vesting of the underlying conditional award.

Remarks:

	/s/ Lee Thomas Davis as attorney-in-fact for Palomaki Daniel Scott	04/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

SEC Form 3 filed by new insider Palomaki Daniel Scott