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HSBC Holdings — Employee Share Plans 31 December 2025 (company IR deck)
HSBC Holdings (HSBC) · 5 slides · Filed Oct 21, 2026
Every slide of this earnings presentation, with the text as published. Open the original deck ↗ · All HSBC deck slides
Slide 1 — HSBC Holdings plc
HSBC Holdings plc Employee Share Plans 31 December 2025
Slide 2 — Employee Share Plans
Employee Share Plans In accordance with a waiver granted by the Hong Kong Stock Exchange on 30 December 2022, we disclose below the share options and share awards under Employee Share Plans as required by Listing Rules 17.07 and 17.09. These disclosures are also available on the Hong Kong Stock Exchange’s website at www.hkex.com.hk and can be obtained from the Company Secretary, 8 Canada Square, London E14 5HQ. Overview Share options and discretionary awards of HSBC Holdings plc (‘HSBC‘ or ‘HSBC Holdings‘) ordinary shares of US$0.50 (‘shares‘) are granted under HSBC share plans to help align the interests of employees with those of shareholders. The share options and share awards are granted for nil consideration to employees and former employees, including employees working under ‘continuous contracts’ under the Hong Kong Employment Ordinance. No options or share awards have been granted to substantial shareholders, suppliers of goods or services, related entity participants or in excess of the 1% individual limit for each share plan. The options and share awards granted, vested/exercised or lapsed during the period 1 January 2025 to 31 December 2025 (the ’Relevant Period’) are detailed in the tables below. The options and share awards were granted only to employees or former employees. Particulars of options and awards held by Directors of HSBC Holdings and summaries of the relevant plans are set out on page 234 in the Annual Report and Accounts 2025. The number of shares available for the grant of options or share awards under the limits set out in the HSBC share plans at the beginning and end of the Relevant Period are: – 10% of the ordinary share capital of HSBC in issue immediately before that day, less the number of shares which have already been issued, or may be issued, to satisfy awards under the the HSBC share plans granted in the previous 10 years. The number of shares available to issue under this limit at the beginning of the Relevant Period was at least 931,747,511 and at the end of the Relevant Period was at least 993,126,896. The number of shares available to issue at the end of the Relevant Period divided by the weighted average number of shares of the relevant class in issue for the Relevant Period is 5.67%. – 5% of the ordinary share capital of HSBC in issue immediately before that day, less the number of shares which have already been issued, or may be issued, to satisfy awards under the HSBC Share Plan 2011 granted in the previous 10 years. The number of shares available to issue under this limit at the beginning of the Relevant Period was at least 242,067,201 and at the end of the Relevant Period was at least 274,988,485. The number of shares available to issue at the end of the Relevant Period divided by the weighted average number of shares of the relevant class in issue for the Relevant Period is 1.57%. – 10% of the shares in issue (excluding treasury shares) on the date of shareholder approval of the numerical limit under the HSBC Holdings Savings-Related Share Option Plan (UK), being 2,036,512,211 shares, less all Options currently outstanding and shares already issued to settle Options that were granted after last shareholder approval. The number of shares available to issue under this limit at the beginning of the Relevant Period was 1,958,115,230 and at the end of the Relevant Period was 1,974,412,028. – 30% of the shares in issue (excluding treasury shares) on the date of inception of the HSBC Holdings Savings-Related Share Option Plan (UK), being 4,675,000,000 shares, less all Options currently outstanding and shares already issued to settle Options since inception. The number of shares available to issue under this limit at the beginning of the Relevant Period was 4,112,058,492 and at the end of the Relevant Period was 4,128,491,542. Summaries of the share plans Sharesave The HSBC Holdings Savings-Related Share Option Plan (UK) (’Sharesave’) is an all-employee share option plan under which eligible employees have been granted options to acquire HSBC Holdings ordinary shares. During the Relevant Period, approximately 34,000 employees were offered participation in this plan, including executive Directors. No options granted under Sharesave are subject to performance targets. Sharesave participants can contribute up to £500 per month over three or five years. During the six months after the end of the relevant savings contracts, participants can elect to exercise the options or to have the savings, plus (where applicable) any interest or bonus, repaid in cash. In the case of redundancy, ceasing employment on grounds of injury or disability, retirement, death, the transfer of the employing business to another party, or a change of control of the employing company, options may be exercised before completion of the relevant savings contract. The exercise period following the death of a participant is extended by six months, to allow the executors of the estate to exercise the option. If a participant has chosen to defer up to 12 contributions, the start of the normal exercise period will be delayed by up to 12 months. The option exercise price is determined by reference to the average market value of HSBC Holdings ordinary shares on the five business days immediately preceding the invitation date, then applying a discount of 20%. The contribution periods and the exercise period are set out in the table below. The HSBC Holdings Savings-Related Share Option Plan (UK) has an expiry date of 24 April 2030 (by which time the plan may be extended with approval from shareholders) unless the Directors resolve to terminate the plan at an earlier date. HSBC Holdings plc Employee Share Plans 2025 1
Slide 3 — ShareMatch
HSBC Holdings Savings-Related Share Option Plan (UK) Date of award Exercise price (£) HSBC Holdings ordinary share options Usually exercisable At 1 Jan 2025 Granted during year1 Exercised during year2 Lapsed during year3 At 31 Dec 2025 from until 21 Sep 2018 5.4490 1 Nov 2023 30 Apr 2024 3,577 — 3,577 — — 20 Sep 2019 4.6920 1 Nov 2024 30 Apr 2025 132,675 — 131,526 1,149 — 24 Sep 2020 2.6270 1 Nov 2023 30 Apr 2024 33,501 — 33,501 — — 24 Sep 2020 2.6270 1 Nov 2025 30 Apr 2026 31,506,338 — 18,889,317 297,211 12,319,810 22 Sep 2021 3.1460 1 Nov 2024 30 Apr 2025 1,275,900 — 1,214,542 34,472 26,886 22 Sep 2021 3.1460 1 Nov 2026 30 Apr 2027 2,424,263 — 79,956 79,432 2,264,875 27 Sep 2022 4.2420 1 Nov 2025 30 Apr 2026 5,702,176 — 4,519,352 177,675 1,005,149 27 Sep 2022 4.2420 1 Nov 2027 30 Apr 2028 1,318,771 — 23,353 92,068 1,203,350 27 Sep 2023 4.6970 1 Nov 2026 30 Apr 2027 18,151,695 — 396,570 956,072 16,799,053 27 Sep 2023 4.6970 1 Nov 2028 30 Apr 2029 3,144,262 — 37,183 215,988 2,891,091 24 Sep 2024 5.3030 1 Nov 2027 30 Apr 2028 9,691,816 — 53,082 777,489 8,861,245 24 Sep 2024 5.3030 1 Nov 2029 30 Apr 2030 1,950,425 — 5,827 165,394 1,779,204 24 Sep 2025 7.6110 1 Nov 2028 30 Apr 2029 — 8,624,318 195 115,082 8,509,041 24 Sep 2025 7.6110 1 Nov 2030 30 Apr 2031 — 3,276,497 — 33,852 3,242,645 75,335,399 11,900,815 25,387,981 2,945,884 58,902,349 1 Options over HSBC ordinary shares granted in response to approximately 15,303 applications from HSBC employees in the UK on 24 September 2025. The closing price on the day before the grant date was £10.368. The fair value of the awards at the date of grant on 24 September 2025 was £2.445 for the three year plan and £2.339 for the five year plan based on IFRS 2 accounting standards. 2 The weighted average closing price of the shares immediately before the dates on which options were exercised was £10.484. 3 No options were cancelled during the year. ShareMatch The HSBC International Employee Share Purchase Plan (’ShareMatch’) was introduced in 2013 and now offered in 31 jurisdictions. No options are granted under this plan but matching share awards are granted in the form of conditional awards. During the Relevant Period, we invited approximately 165,000 employees to this plan. No awards under the ShareMatch are subject to performance targets and the vesting periods are as set out in the table below. Under the ShareMatch, shares are purchased on behalf of participants (using their contributions) up to a maximum annual value of £3,000, or equivalent in local currency, per participant. Matching share awards in the form of conditional awards are granted to participants for nil consideration each quarter at a ratio of one free share for every three purchased. Matching awards vest if the participant remains in employment and retains purchased shares for a maximum period of two years and nine months. ShareMatch has an expiry date of 24 April 2030 (by which time the plan may be extended with approval from shareholders) unless the Directors resolve to terminate the plan at an earlier date. HSBC International Employee Share Purchase Plan – awards of matching shares to employees Dates of award Usually vesting HSBC Holdings ordinary share awards Award price1 At 1 Jan 2025 Granted in period Vested in period2 Lapsed in period Cancelled in period At 31 Dec 2025 £ HK$ 2022 to 2024 — — 3,532,634 — 1,722,576 152,381 — 1,657,677 10 Jan 253 8.025 75.60 29 Sep 27 — 463,984 12,098 28,540 — 423,346 9 Apr 254 7.352 72.70 29 Sep 27 — 496,170 10,102 25,509 — 460,559 9 Jul 255 8.994 96.25 29 Sep 27 — 363,665 3,936 13,334 — 346,395 9 Oct 256 10.660 110.60 29 Sep 27 — 321,679 — 5,834 — 315,845 3,532,634 1,645,498 1,748,712 225,598 — 3,203,822 1 The award price is the closing price on the day before the grant date. In all cases the purchase price is nil. 2 The weighted average of the closing price of the shares immediately before the dates on which the awards were vested was £10.368. 3 The fair value of the awards granted was £6.6885 based on IFRS 2 accounting standards. 4 The fair value of the awards granted was £5.9695 based on IFRS 2 accounting standards. 5 The fair value of the awards granted was £7.5841 based on IFRS 2 accounting standards. 6 The fair value of the awards granted was £8.4419 based on IFRS 2 accounting standards. HSBC Holdings plc Employee Share Plans 2025 2
Slide 4 — UK SIP
UK SIP The HSBC Holdings UK Share Incentive Plan (the ’UK SIP’) was introduced in 2001 and applies to all UK-resident employees (including executive Directors). During the Relevant Period, approximately 34,000 employees were offered participation in this plan. Employees may be offered a combination of partnership shares, matching shares, free shares and dividend shares under the UK SIP. An employee can have a maximum of 10% of salary or £1,800 per tax year (whichever is lower) deducted from their salary to acquire any partnership shares. The maximum value of free shares that can be allocated to an employee in any tax year is £3,600. There is no limit on the value of dividends paid on shares that may be re-invested in dividend shares. The free shares and matching share facilities were not used during the course of the Relevant Period, therefore no share awards were granted. The SIP has an expiry date of 24 April 2030 (by which time the plan may be extended with approval from shareholders) unless the Directors resolve to terminate the plan at an earlier date. HSBC Share Plan 2011 The HSBC Share Plan 2011 (the ’2011 Plan’) is an umbrella plan for HSBC’s long-term discretionary employee incentive arrangements. During the Relevant Period, approximately 5,700 employees were granted awards under this plan. Conditional share awards may be granted on a discretionary basis to employees under the 2011 Plan. A conditional award of deferred shares defines the number of shares to which the employee will become entitled, generally between three and seven years from the date of the award, and normally subject to the individual remaining in employment. In some cases, the employee’s entitlement depends upon the satisfaction of a performance condition. The maximum value of awards or options that may be granted to an employee in any one year under the 2011 Plan is 600% of the employee’s annual salary. For the purpose of the limit, any deferred share awards made on or shortly after the commencement of employment or in substitution for all or any part of any bonus to which the employee would otherwise have been entitled, are excluded. Participants do not need to pay any consideration for the grant or vesting of an award. The 2011 Plan has an expiry date of 24 April 2030 (by which time the plan may be extended with approval from shareholders) unless the Directors resolve to terminate the plan at an earlier date. Note 5 of the Financial Statements in the Annual Report and Accounts 2025 gives detail on share-based payments, including discretionary awards granted under HSBC’s share plans. Long-term incentive awards and fixed pay allowances are incorporated in the 2011 Plan. See page 223 of the Annual Report and Accounts 2025 for further details. HSBC Share Plan 2011 – particulars of awards Dates of award Award price (£)1 HSBC Holdings ordinary share awards Usually vesting At 1 Jan 2025 Granted in period Vested in period2 Lapsed in period Cancelled in period At 31 Dec 2025 from to 2015 to 2024 — 1 Mar 2025 30 Mar 2031 130,815,736 — 46,116,188 5,224,504 — 79,475,044 04 Mar 20253 9.070 4 Mar 2025 30 Mar 2032 — 48,366,306 15,150,867 1,097,324 40,834 32,077,281 24 Mar 20254 8.851 24 Mar 2025 30 Mar 2032 — 1,785,450 429,623 48,757 — 1,307,070 07 May 20255 8.371 7 May 2025 30 Mar 2032 — 2,936,123 177,294 3,270 — 2,755,559 14 Aug 20256 9.466 14 Aug 2025 30 Mar 2030 — 602,878 34,721 — — 568,157 04 Nov 20257 10.652 4 Nov 2025 30 Mar 2032 — 501,618 24,757 — — 476,861 01 Jan to 31 Dec 20258 — 1 Feb 2025 30 Mar 2029 — 101,608 38,336 5,680 — 57,592 130,815,736 54,293,983 61,971,786 6,379,535 40,834 116,717,564 1 The price for awards made from 2025 is the average closing price of the week prior to the grant date. In all cases the purchase price is nil. 2 The weighted average closing price of the shares immediately before the dates on which the awards were vested was £8.8131. 3 The fair values of the awards were calculated according to the IFRS 2 accounting standard. The fair values, which vary based on the length of the vesting period, range between £3.461 and £9.163. These awards include LTI awards and other awards which are subject to satisfaction of performance conditions. LTI awards are subject to a combination of financial and non-financial metrics that are detailed in the Directors’ remuneration report in the Annual Report and Accounts. Other performance conditions on awards can include the completion of a strategically important project. 4 The fair values of the awards were calculated according to the IFRS 2 accounting standard. The fair values, which vary based on the length of the vesting period, range between £6.419 and £8.866. 5 The fair values of the awards were calculated according to the IFRS 2 accounting standard. The fair values, which vary based on the length of the vesting period, range between £3.185 and £8.432. Includes awards which are subject to performance conditions which can include the completion of a strategically important project. 6 The fair values of the awards were calculated according to the IFRS 2 accounting standard. The fair values, which vary based on the length of the vesting period, range between £8.165 and £9.539. Includes awards which are subject to performance conditions which can include the completion of a strategically important project. 7 The fair values of the awards were calculated according to the IFRS 2 accounting standard. The fair values, which vary based on the length of the vesting period, range between £9.979 and £10.750. Includes awards which are subject to performance conditions which can include the completion of a strategically important project. 8 Relates to the allocation of dividend equivalent shares in relation to eligible awards. HSBC Holdings plc Employee Share Plans 2025 3
Slide 5 — HSBC Holdings plc
HSBC Holdings plc 8 Canada Square London E14 5HQ United Kingdom www.hsbc.com Incorporated in England and Wales with limited liability Registration number 617987