HSBC USA Inc.
12/17/2025 | Press release | Distributed by Public on 12/17/2025 08:54
Free Writing Prospectus (Form FWP)
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December 2025 Free Writing Prospectus Registration Statement No. 333-277211 Dated December 17, 2025 Filed Pursuant to Rule 433 |
Trigger PLUS Based on a Basket of Four Equity Indices due January 24, 2031
Trigger Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
The Trigger PLUS offered are senior unsecured debt securities of HSBC USA Inc. ("HSBC"), offer the opportunity to earn a return based on the performance of an unequally weighted basket comprised of the EURO STOXX 50® Index (44% weighting), the Nikkei Stock Average (24% weighting), the FTSE® 100 Index (24% weighting) and the MSCI Emerging Markets Index (8% weighting) (the "basket"), will not pay interest, do not guarantee any return of principal at maturity and have the terms described in the accompanying Equity Index Underlying Supplement, prospectus supplement and prospectus, as supplemented or modified by this free writing prospectus. All references to "Reference Asset" in the prospectus supplement and the Equity Index Underlying Supplement shall refer to the basket herein. At maturity, if the value of the basket has appreciated, investors will receive the stated principal amount of their investment plus a payment reflecting the leveraged upside performance of the basket, subject to the maximum payment at maturity. However, at maturity, if the value of the basket does not change or has depreciated, and (i) if the value of the basket is greater than or equal to the specified trigger value, investors will receive the stated principal amount of their investment, or (ii) if the value of the basket is less than the specified trigger value, the investor will lose 1% for every 1% decline in the basket from the pricing date to the valuation date. The Trigger PLUS are for investors who seek an equity-based return and who are willing to risk their principal and forgo current income and upside above the maximum payment at maturity in exchange for the leverage feature, which applies to a limited range of positive performance of the basket, and the limited protection against loss but only if the final value is not less than the trigger value. Investors may lose up to 100% of the stated principal amount of the Trigger PLUS. All payments on the Trigger PLUS are subject to the credit risk of HSBC.
| SUMMARY TERMS | |
| Issuer: | HSBC USA Inc. |
| Maturity date*: | January 24, 2031, subject to adjustment as described under "Additional Terms of the Notes-Coupon Payment Dates, Call Payment Dates and Maturity Date" in the accompanying Equity Index Underlying Supplement. |
| Basket: | The basket is unequally weighted and composed of four indices (each, a "basket component"), as set forth in the table below. |
| Basket component | Bloomberg ticket symbol | Component weighting | Initial component level* | |
| EURO STOXX 50® Index (Bloomberg symbol: "SX5E") | SX5E | 44% | ||
| Nikkei Stock Average (Bloomberg symbol: "NKY") | NKY | 24% | ||
| FTSE® 100 Index (Bloomberg symbol: "UKX") | UKX | 24% | ||
| MSCI Emerging Markets Index (Bloomberg symbol: "MXEF") | MXEF | 8% | ||
| *The initial component level for each basket component will be determined on the pricing date. | ||||
| Aggregate principal amount: | $ |
| Payment at maturity: |
· If the final value is greater than the initial value: $1,000 + the leveraged upside payment In no event will the payment at maturity exceed the maximum payment at maturity. · If the final value is less than or equal to the initial value, but greater than or equal to the trigger value: $1,000 · If the final value is less than the trigger value: $1,000 x the basket performance factor This amount will be less than the stated principal amount of $1,000 and will result in a loss of at least 30%, and possibly all, of your investment. All payments on the Trigger PLUS are subject to the credit risk of HSBC. |
| Leveraged upside payment: | $1,000 x leverage factor x basket percent increase |
| Leverage factor: | At least 200.00% (to be determined on the trade date) |
| Basket percent increase: | (final value - initial value) / initial value |
| Initial value: | Set equal to 100 on the pricing date |
| Final value: | 100 × [1 + (sum of the basket component return multiplied by the respective component weighting for each basket component)] |
| Basket component return: | (final component level - initial component level) / initial component level |
| Initial component level: | With respect to each basket component, the official closing level of such basket component as set forth under "Initial component level" above, and as determined by the calculation agent on the pricing date. |
| Final component level: | With respect to each basket component, the official closing level of such basket component on the valuation date. |
| Trigger value: | 70% of the initial value |
| Valuation date*: | January 21, 2031, subject to adjustment as described in "Additional Terms of the Notes-Valuation Dates" in the accompanying Equity Index Underlying Supplement. |
| Basket performance factor: | final value / initial value |
| Maximum payment at maturity: | $1,750.00 per Trigger PLUS (175.00% of the stated principal amount). |
| Stated principal amount: | $1,000 per Trigger PLUS |
| Issue price: | $1,000 per Trigger PLUS |
| Pricing date/trade date*: | On or about December 18, 2025 |
| Original issue date*: | On or about December 23, 2025 (3 business days after the trade date) |
| Estimated initial value: | The estimated initial value of the Trigger PLUS is expected to be less than the price you pay to purchase the Trigger PLUS. The estimated initial value does not represent a minimum price at which we or any of our affiliates would be willing to purchase your Trigger PLUS in the secondary market, if any, at any time. The estimated initial value will be calculated on the trade date and will be set forth in the pricing supplement to which this free writing prospectus relates. See "Risk Factors - The estimated initial value of the Trigger PLUS, which will be determined by us on the trade date, is expected to be less than the price to public and may differ from the market value of the Trigger PLUS in the secondary market, if any." |
| CUSIP: | 40447DWK0 |
| ISIN: | US40447DWK08 |
| Listing: | The Trigger PLUS will not be listed on any securities exchange. |
| Agent: | HSBC Securities (USA) Inc., an affiliate of HSBC. See "Additional Information About the Trigger PLUS - Supplemental plan of distribution (conflicts of interest)". |
| Commissions and issue price: | Price to public | Fees and commissions(1) | Proceeds to issuer |
| Per Trigger PLUS | $1,000.00 | $30.00 | $965.00 |
| $5.00 | |||
| Total | $ | $ | $ |
| (1) | HSBC Securities (USA) Inc., acting as agent for HSBC, will receive a fee of $35.00 per $1,000 stated principal amount and will pay Morgan Stanley Wealth Management a fixed sales commission of $30.00 for each Trigger PLUS they sell. See "Supplemental plan of distribution (conflicts of interest)." |
| (2) | Of the $35.00 per $1,000 stated principal amount received by HSBC Securities (USA) Inc., acting as agent for HSBC, HSBC Securities (USA) Inc. will pay Morgan Stanley Wealth Management a structuring fee of $5.00 for each Trigger PLUS. |
*The pricing date, trade date, original issue date and the other dates set forth above are subject to change, and will be set forth in the pricing supplement relating to the Trigger PLUS.
The estimated initial value of the Trigger PLUS on the trade date is expected to be between $900.00 and $950.00 per Trigger PLUS, which will be less than the price to public. The market value of the Trigger PLUS at any time will reflect many factors and cannot be predicted with accuracy. See "Estimated initial value" above and "Risk Factors" beginning on page 5 of this document for additional information.
An investment in the Trigger PLUS involves certain risks. See "Risk Factors" beginning on page 5 of this free writing prospectus, page S-1 of the accompanying Equity Index Underlying Supplement and page S-1 of the accompanying prospectus supplement.
Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved the Trigger PLUS, or determined that this free writing prospectus or the accompanying Equity Index Underlying Supplement, prospectus supplement or prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
HSBC has filed a registration statement (including a prospectus, a prospectus supplement and an Equity Index Underlying Supplement) with the SEC for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus, prospectus supplement and Equity Index Underlying Supplement in that registration statement and other documents HSBC has filed with the SEC for more complete information about HSBC and this offering. You may get these documents for free by visiting EDGAR on the SEC's web site at
| December 2025 | Page 1 |
Trigger PLUS Based on a Basket of Four Equity Indices due January 24, 2031
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
www.sec.gov. Alternatively, HSBC Securities (USA) Inc. or any dealer participating in this offering will arrange to send you the prospectus, prospectus supplement and Equity Index Underlying Supplement if you request them by calling toll-free 1-866-811-8049.
You should read this document together with the related Equity Index Underlying Supplement, prospectus supplement and prospectus, each of which can be accessed via the hyperlinks below.
The Equity Index Underlying Supplement dated February 21, 2024 at: https://www.sec.gov/Archives/edgar/data/83246/000110465924025885/tm244959d3_424b2.htm
The prospectus supplement dated February 21, 2024 at: https://www.sec.gov/Archives/edgar/data/83246/000110465924025878/tm244959d1_424b2.htm
The prospectus dated February 21, 2024 at: https://www.sec.gov/Archives/edgar/data/83246/000110465924025864/tm244959d13_424b3.htm
The Trigger PLUS are not deposit liabilities or other obligations of a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency of the United States or any other jurisdiction, and involve investment risks including possible loss of the stated principal amount invested due to the credit risk of HSBC.
| December 2025 | Page 2 |
Trigger PLUS Based on a Basket of Four Equity Indices due January 24, 2031
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Investment Summary
Trigger Performance Leveraged Upside Securities
Principal at Risk Securities
The Trigger PLUS Based on a Basket of Four Equity Indices due January 24, 2031 (the "Trigger PLUS") can be used:
| § | As an alternative to direct exposure to the basket components that enhances returns for a certain range of positive performance of the basket. |
| § | To enhance positive returns and potentially outperform the basket in a moderately bullish scenario. |
| § | To achieve similar levels of upside exposure to the basket components as a direct investment, subject to the maximum payment at maturity, while using fewer dollars by taking advantage of the leverage factor. |
| § | To provide limited protection against a loss of principal in the event of a decline of the basket as of the valuation date, but only if the final value is greater than or equal to the trigger value. All payments on the Trigger PLUS are subject to the credit risk of HSBC. |
| Maturity: | Approximately five years |
| Leverage factor: | At least 200.00% (to be determined on the trade date) |
| Maximum payment at maturity: | $1,750.00 per Trigger PLUS (175.00% of the stated principal amount) |
| Trigger value: | 70% of the initial value |
| Minimum payment at maturity: | None. You may lose your entire initial investment in the Trigger PLUS |
| Coupon: | None |
Key Investment Rationale
The Trigger PLUS offer 200% leveraged upside on the positive performance of the basket, subject to the maximum payment at maturity of $1,750.00 per Trigger PLUS (175.00% of the stated principal amount). However, if the value of the basket has decreased below the trigger value as of the valuation date, investors will lose 1% for every 1% that the value has decreased. Investors may lose up to 100% of the stated principal amount of the Trigger PLUS.
Investors can use the Trigger PLUS to enhance returns up to the maximum payment at maturity and obtain limited protection against a loss of principal in the event of a decline of the basket as of the valuation date, but only if the final value is greater than or equal to the trigger value. All payments on the Trigger PLUS are subject to the credit risk of HSBC.
| Leveraged Upside Performance | The Trigger PLUS offer investors an opportunity to capture enhanced returns for a certain range of positive performance relative to a direct investment in the stocks included in the basket components. |
| Trigger Feature | At maturity, even if the value of the basket has declined over the term of the Trigger PLUS, you will receive your stated principal amount, but only if the final value is greater than or equal to the trigger value. |
| Upside Scenario | The value of the basket increases, and we will pay for each Trigger PLUS at maturity the stated principal amount of $1,000 plus 200% of the basket percent increase, subject to a maximum payment at maturity of $1,750.00 per Trigger PLUS (175.00% of the stated principal amount). |
| Par Scenario | The value of the basket does not change or declines but the final value is greater than or equal to the trigger value, and we will pay for each Trigger PLUS at maturity the stated principal amount of $1,000. |
| Downside Scenario | The value of the basket declines and the final value is less than the trigger value, we will pay for each Trigger PLUS at maturity less than the stated principal amount by an amount that is proportionate to the decline in the final value from the initial value. |
| December 2025 | Page 3 |
Trigger PLUS Based on a Basket of Four Equity Indices due January 24, 2031
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
How Trigger PLUS Work
Payoff Diagram
The payoff diagram below illustrates the payment at maturity on the Trigger PLUS based on the following terms:
| Stated principal amount: | $1,000 per Trigger PLUS |
| Hypothetical leverage factor: | 200.00% (to be determined on the trade date) |
| Maximum payment at maturity: | $1,750.00 per Trigger PLUS (175.00% of the stated principal amount). |
| Trigger value: | 70.00% of the initial value |
| Trigger PLUS Payoff Diagram |
How it works
| § | Upside Scenario: If the final value is greater than the initial value, investors would receive the $1,000 stated principal amount plus 200% of the appreciation of the basket over the term of the Trigger PLUS, subject to the maximum payment at maturity of $1,750.00 per Trigger PLUS. Under the hypothetical terms of the Trigger PLUS, an investor would realize the maximum payment at maturity at a final value of approximately 137.50% of the initial value. |
| § | For example, if the value of the basket appreciates 3.00%, investors would receive a 6.00% return, or $1,060.00 per Trigger PLUS. |
| § | For example, if the value of the basket appreciates 40.00%, investors would only receive the maximum payment at maturity of $1,750.00 per Trigger PLUS, or 175.00% of the stated principal amount. |
| § | Par Scenario: If the final value is less than or equal to the initial value but is greater than or equal to the trigger value, investors would receive the stated principal amount of $1,000 per Trigger PLUS. |
| § | For example, if the value of the basket depreciates 5%, investors would receive the $1,000 stated principal amount. |
| § | Downside Scenario: If the final value is less than the trigger value, investors would receive an amount that is less than the stated principal amount, based on a 1% loss of principal for each 1% decline in the value of the basket. |
For example, if the value of the basket depreciates 40%, investors would lose 40% of their principal and receive only $600 per Trigger PLUS at maturity, or 60% of the stated principal amount.
| December 2025 | Page 4 |
Trigger PLUS Based on a Basket of Four Equity Indices due January 24, 2031
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Investor Suitability
| The Trigger PLUS may be suitable for you if: | The Trigger PLUS may not be suitable for you if: |
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§ You seek an investment with an enhanced return linked to the potential positive performance of the basket and you believe the value of the basket will increase moderately over the term of the Trigger PLUS. § You are willing to invest in the Trigger PLUS based on the maximum payment at maturity of 175.00% of the stated principal amount, which may limit your return at maturity. § You are willing to make an investment that is exposed to any decrease in the value of the basket on a 1-to-1 basis if the final value is less than the trigger value. § You are willing to accept the risk and return profile of the Trigger PLUS versus a conventional debt security with a comparable maturity issued by HSBC or another issuer with a similar credit rating. § You are willing to forgo dividends or other distributions paid to holders of the stocks included in the basket components. § You do not seek current income from your investment. § You do not seek an investment for which there is an active secondary market. § You are willing to hold the Trigger PLUS to maturity. § You are comfortable with the creditworthiness of HSBC, as Issuer of the Trigger PLUS. |
§ You believe the final value will be less than the trigger value or that the basket percent increase will not be sufficiently positive to provide you with your desired return. § You are unwilling to invest in the Trigger PLUS based on the maximum payment at maturity of 175.00% of the stated principal amount, which may limit your return at maturity. § You are unwilling to make an investment that is exposed to any decrease in the value of the basket on a 1-to-1 basis if the final value is less than the trigger value. § You seek an investment that provides full return of principal. § You prefer the lower risk, and therefore accept the potentially lower returns, of conventional debt securities with comparable maturities issued by HSBC or another issuer with a similar credit rating. § You prefer to receive the dividends or other distributions paid on the stocks included in any of the basket components. § You seek current income from your investment. § You seek an investment for which there will be an active secondary market. § You are unable or unwilling to hold the Trigger PLUS to maturity. § You are not willing or are unable to assume the credit risk associated with HSBC, as Issuer of the Trigger PLUS. |
| December 2025 | Page 5 |
Trigger PLUS Based on a Basket of Four Equity Indices due January 24, 2031
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Risk Factors
We urge you to read the section "Risk Factors" beginning on page S-1 of the accompanying Equity Index Underlying Supplement and page S-1 of the accompanying prospectus supplement. Investing in the Trigger PLUS is not equivalent to investing directly in the stocks included in any basket components. You should understand the risks of investing in the Trigger PLUS and should reach an investment decision only after careful consideration, with your advisors, of the suitability of the Trigger PLUS in light of your particular financial circumstances and the information set forth in this document and the accompanying Equity Index Underlying Supplement, prospectus supplement and prospectus.
In addition to the risks discussed below, you should review "Risk Factors" in the accompanying prospectus supplement and Equity Index Underlying Supplement, including the explanation of risks relating to the Trigger PLUS described in the following sections:
"- Risks Relating to All Note Issuances" in the prospectus supplement;
"- General Risks Related to Indices" in the Equity Index Underlying Supplement;
"- Securities Prices Generally Are Subject to Political, Economic, Financial and Social Factors that Apply to the Markets in which They Trade and, to a Lesser Extent, Foreign Markets" in the Equity Index Underlying Supplement; and
"- Time Differences Between the Domestic and Foreign Markets and New York City May Create Discrepancies in the Trading Level or Price of the Notes" in the Equity Index Underlying Supplement.
You will be subject to significant risks not associated with conventional fixed-rate or floating-rate debt securities.
Risks Relating to the Structure or Features of the Trigger PLUS
| § | Trigger PLUS do not pay interest and may result in a loss. The terms of the Trigger PLUS differ from those of ordinary debt securities in that the Trigger PLUS do not pay interest or guarantee payment of the principal amount at maturity. If the final value is less than the trigger value (which is 70% of the initial value), you will receive for each Trigger PLUS that you hold a payment at maturity that is less than the stated principal amount of each Trigger PLUS by at least 30% and by an amount proportionate to the decline in the value of the basket, subject to the credit risk of HSBC. You may lose up to 100% of the stated principal amount of the Trigger PLUS. |
| § | The appreciation potential of the Trigger PLUS is limited by the maximum payment at maturity. The appreciation potential of the Trigger PLUS is limited by the maximum payment at maturity of $1,750.00 per Trigger PLUS (175.00% of the stated principal amount). Although the leverage factor provides 200% exposure to any amount by which the final value exceeds the initial value, because the payment at maturity will be limited to 175.00% of the stated principal amount for the Trigger PLUS, any increase in the final value over the initial value by more than approximately 37.50% of the initial value will not further increase the return on the Trigger PLUS. |
| § | The amount payable on the Trigger PLUS is not linked to the value of the basket at any time other than the valuation date. The final value will be based on the value of the basket on the valuation date, subject to postponement for non-trading days and certain market disruption events. Even if the value of the basket appreciates prior to the valuation date but then decreases by the valuation date, the payment at maturity may be less, and may be significantly less, than it would have been had the payment at maturity been linked to the value of the basket prior to that decrease. Although the actual value of the basket on the stated maturity date or at other times during the term of the Trigger PLUS may be higher than the final value, the payment at maturity will be based solely on the value of the basket on the valuation date. |
| § | Changes in the levels of the basket components may offset each other. Movements in the levels of the basket components may not correlate with each other. At a time when the level of one or more of the basket components increases, the level of one or more of the other basket components may not increase as much or may even decline. In addition, the value of the basket will depend significantly on the performance of the more heavily weighted basket components. Therefore, in calculating the final value and the payment at maturity, increases in the level of one or more of the basket components may be moderated, or more than offset, by lesser increases or declines in the values of the other basket components. |
| § | Adjustments to the basket components could adversely affect the value of the Trigger PLUS. The publishers of the Indices may add, delete or substitute the stocks included in the basket components, or make other methodological changes that could change the level of the basket components. Further, the publishers may discontinue or suspend calculation or publication of these indices at any time. Any such actions could affect the value of and the return on the Trigger PLUS. |
Risks relating to the Basket
| § | Risks associated with non-U.S. companies. The levels of the Indices depend upon the stocks of non-U.S. companies, and thus involve risks associated with the home countries of those non-U.S. companies. The prices of these non-U.S. stocks may be affected |
| December 2025 | Page 6 |
Trigger PLUS Based on a Basket of Four Equity Indices due January 24, 2031
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
| by political, economic, financial and social factors in the home country of each applicable company, including changes in that country's government, economic and fiscal policies, currency exchange laws or other laws or restrictions, which could affect the value of the Trigger PLUS. These foreign stocks may have less liquidity and could be more volatile than many of the securities traded in U.S. or other securities markets. Direct or indirect government intervention to stabilize the relevant foreign securities markets, as well as cross shareholdings in foreign companies, may affect trading levels or prices and volumes in those markets. The other special risks associated with foreign securities may include, but are not limited to: less liquidity and smaller market capitalizations; less rigorous regulation of securities markets; different accounting and disclosure standards; governmental interference; currency fluctuations; higher inflation; and social, economic and political uncertainties. These factors may adversely affect the performance of the EURO STOXX 50® Index and the MSCI Emerging Markets Index and, as a result, the value of the Trigger PLUS. |
| § | Risks associated with emerging markets. An investment in the Trigger PLUS will involve risks not generally associated with investments that have no emerging market component. In particular, many emerging nations are undergoing rapid change, involving the restructuring of economic, political, financial and legal systems. Regulatory and tax environments may be subject to change without review or appeal. Many emerging markets suffer from underdevelopment of capital markets and tax regulation. The risk of expropriation and nationalization remains a threat. Guarding against such risks is made more difficult by low levels of corporate disclosure and the unreliability of economic and financial data. |
| § | The Trigger PLUS will not be adjusted for changes in exchange rates. Although the stocks included in the Indices are traded in currencies other than U.S. dollars, and the Trigger PLUS are denominated in U.S. dollars, the amount payable on the Trigger PLUS at maturity, if any, will not be adjusted for changes in the exchange rates between the U.S. dollar and the currencies in which these non-U.S. stocks are denominated. Changes in exchange rates, however, may also reflect changes in the applicable non-U.S. economies that in turn may affect the level of these basket components, and therefore the Trigger PLUS. The amount we pay in respect of the Trigger PLUS on the maturity date, if any, will be determined solely in accordance with the procedures described in this document. |
| § | General risk factors |
| § | Credit risk of HSBC USA Inc. The Trigger PLUS are senior unsecured debt obligations of the issuer, HSBC, and are not, either directly or indirectly, an obligation of any third party. As further described in the accompanying prospectus supplement and prospectus, the Trigger PLUS will rank on par with all of the other unsecured and unsubordinated debt obligations of HSBC, except such obligations as may be preferred by operation of law. Any payment to be made on the Trigger PLUS depends on the ability of HSBC to satisfy its obligations as they come due. As a result, the actual and perceived creditworthiness of HSBC may affect the market value of the Trigger PLUS and, in the event HSBC were to default on its obligations, you may not receive the amounts owed to you under the terms of the Trigger PLUS. |
| § | Investing in the Trigger PLUS is not equivalent to investing in the stocks included in any of the basket components. Investing in the Trigger PLUS is not equivalent to investing in the stocks included in any of the basket components. Investors in the Trigger PLUS will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to the stocks included in the basket components. |
| § | The estimated initial value of the Trigger PLUS, which will be determined by us on the pricing date, will be less than the price to public and may differ from the market value of the Trigger PLUS in the secondary market, if any. The estimated initial value of the Trigger PLUS will be calculated by us on the pricing date and will be less than the price to public. The estimated initial value will reflect our and our affiliates' internal funding rate, which is the borrowing rate paid to issue market-linked securities, as well as the mid-market value of the embedded derivatives in the Trigger PLUS. This internal funding rate is typically lower than the rate we would use when we issue conventional fixed or floating rate debt securities. As a result of the difference between our internal funding rate and the rate we would use when we issue conventional fixed or floating rate debt securities, the estimated initial value of the Trigger PLUS may be lower if it were based on the prices at which our fixed or floating rate debt securities trade in the secondary market. In addition, if we were to use the rate we use for our conventional fixed or floating rate debt issuances, we would expect the economic terms of the Trigger PLUS to be more favorable to you. We will determine the value of the embedded derivatives in the Trigger PLUS by reference to our or our affiliates' internal pricing models. These pricing models consider certain assumptions and variables, which can include volatility and interest rates. Different pricing models and assumptions could provide valuations for the Trigger PLUS that are different from our estimated initial value. These pricing models rely in part on certain forecasts about future events, which may prove to be incorrect. The estimated initial value does not represent a minimum price at which we or any of our affiliates would be willing to purchase your Trigger PLUS in the secondary market (if any exists) at any time. |
| § | The price of your Trigger PLUS in the secondary market, if any, immediately after the pricing date will be less than the price to public. The price to public takes into account certain costs. These costs will include the underwriting discount, our affiliates' |
| December 2025 | Page 7 |
Trigger PLUS Based on a Basket of Four Equity Indices due January 24, 2031
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
| projected hedging profits (which may or may not be realized) for assuming risks inherent in hedging our obligations under the Trigger PLUS and the costs associated with structuring and hedging our obligations under the Trigger PLUS. These costs, except for the underwriting discount, will be used or retained by us or one of our affiliates. If you were to sell your Trigger PLUS in the secondary market, if any, the price you would receive for your Trigger PLUS may be less than the price you paid for them because secondary market prices will not take into account these costs. The price of your Trigger PLUS in the secondary market, if any, at any time after issuance will vary based on many factors, including the value of the basket and changes in market conditions, and cannot be predicted with accuracy. The Trigger PLUS are not designed to be short-term trading instruments, and you should, therefore, be able and willing to hold the Trigger PLUS to maturity. Any sale of the Trigger PLUS prior to maturity could result in a loss to you. |
| § | If HSBC Securities (USA) Inc. were to repurchase your Trigger PLUS immediately after the original issue date, the price you receive may be higher than the estimated initial value of the Trigger PLUS. Assuming that all relevant factors remain constant after the original issue date, the price at which HSBC Securities (USA) Inc. may initially buy or sell the Trigger PLUS in the secondary market, if any, and the value that may initially be used for customer account statements, if any, may exceed the estimated initial value on the pricing date for a temporary period expected to be approximately 6 months after the original issue date. This temporary price difference may exist because, in our discretion, we may elect to effectively reimburse to investors a portion of the estimated cost of hedging our obligations under the Trigger PLUS and other costs in connection with the Trigger PLUS that we will no longer expect to incur over the term of the Trigger PLUS. We will make such discretionary election and determine this temporary reimbursement period on the basis of a number of factors, including the tenor of the Trigger PLUS and any agreement we may have with the distributors of the Trigger PLUS. The amount of our estimated costs which we effectively reimburse to investors in this way may not be allocated ratably throughout the reimbursement period, and we may discontinue such reimbursement at any time or revise the duration of the reimbursement period after the original issue date of the Trigger PLUS based on changes in market conditions and other factors that cannot be predicted. |
| § | The market price will be influenced by many unpredictable factors. Several factors will influence the value of the Trigger PLUS in the secondary market and the price at which HSBC Securities (USA) Inc. may be willing to purchase or sell the Trigger PLUS in the secondary market, including: the value, volatility and dividend yield, as applicable, of the basket components and the stocks included in the basket components, interest and yield rates, time remaining to maturity, geopolitical conditions and economic, financial, political and regulatory or judicial events and any actual or anticipated changes in our credit ratings or credit spreads. Generally, the longer the time remaining to maturity, the more the market price of the Trigger PLUS will be affected by the other factors described above. The levels of the basket components may be, and have recently been, volatile, and we can give you no assurance that the volatility will lessen. You may receive less, and possibly significantly less, than the stated principal amount per Trigger PLUS if you try to sell your Trigger PLUS prior to maturity. |
| § |
| § | The Trigger PLUS will not be listed on any securities exchange and secondary trading may be limited. The Trigger PLUS will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the Trigger PLUS. HSBC Securities (USA) Inc. may, but is not obligated to, make a market in the Trigger PLUS. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Trigger PLUS easily. Because we do not expect that other broker-dealers will participate significantly in the secondary market for the Trigger PLUS, the price at which you may be able to trade your Trigger PLUS is likely to depend on the price, if any, at which HSBC Securities (USA) Inc. is willing to transact. If, at any time, HSBC Securities (USA) Inc. were to cease making a market in the Trigger PLUS, it is likely that there would be no secondary market for the Trigger PLUS. Accordingly, you should be willing to hold your Trigger PLUS to maturity. |
| § | Risks associated with non-U.S. companies. The levels of the Indices depend upon the stocks of non-U.S. companies, and thus |
| § | The calculation agent, which is HSBC or one of its affiliates, will make determinations with respect to the Trigger PLUS. As calculation agent, HSBC or one of its affiliates will determine the initial component levels and the final component levels, and will determine the final value and the amount of cash, if any, you will receive at maturity. Determinations made by HSBC or one of its affiliates in its capacity as calculation agent, may require it to exercise discretion and make subjective judgments, such as with respect to the occurrence or non-occurrence of market disruption events, and the selection of a successor index or the calculation of the final component level in the event of a discontinuance of a basket component. These determinations, which may be subjective, may adversely affect the payout to you at maturity. Although the calculation agent will make all determinations and take all action in relation to the Trigger PLUS in good faith, it should be noted that such discretion could have an impact (positive or negative) on the value of your Trigger PLUS. The calculation agent is under no obligation to consider your interests as a holder of the Trigger PLUS in taking any actions, including the determination of the initial component levels, that might affect the value of your Trigger PLUS. |
| December 2025 | Page 8 |
Trigger PLUS Based on a Basket of Four Equity Indices due January 24, 2031
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
| § | Hedging and trading activity by our affiliates could potentially adversely affect the value of the Trigger PLUS. One or more of our affiliates and/or third-party dealers expect to carry out hedging activities related to the Trigger PLUS (and possibly to other instruments linked to the basket components or the stocks included in any of the basket components), including trading in the stocks included in any of the basket components as well as in other instruments related to the basket. As a result, these entities may be unwinding or adjusting hedge positions during the term of the Trigger PLUS, and the hedging strategy may involve greater and more frequent dynamic adjustments to the hedge as the valuation date approaches. Some of our affiliates also trade those stocks and other financial instruments related to the basket on a regular basis as part of their general broker-dealer and other businesses. Any of these hedging or trading activities on or prior to the pricing date could increase the initial component levels of one or more of the basket components, and therefore, could increase the level at which the applicable basket components must appreciate so that an investor does not suffer a loss on the investor's initial investment in the Trigger PLUS. Additionally, such hedging or trading activities during the term of the Trigger PLUS, including on the valuation date, could adversely affect the value of the basket on the valuation date and, accordingly, the amount of cash, if any, an investor will receive at maturity. |
| § | The Trigger PLUS are not insured or guaranteed by any governmental agency of the United States or any other jurisdiction. The Trigger PLUS are not deposit liabilities or other obligations of a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency or program of the United States or any other jurisdiction. An investment in the Trigger PLUS is subject to the credit risk of HSBC, and in the event that HSBC is unable to pay its obligations as they become due, you may not receive the full payment at maturity of the Trigger PLUS. |
| § | The U.S. federal income tax consequences of an investment in the Trigger PLUS are uncertain. For a discussion of certain of the U.S. federal income tax consequences of your investment in a Trigger PLUS, please see the discussion under "Additional Information About the Trigger PLUS-Tax considerations" herein, and the discussion under "U.S. Federal Income Tax Considerations" in the accompanying prospectus supplement. |
| December 2025 | Page 9 |
Trigger PLUS Based on a Basket of Four Equity Indices due January 24, 2031
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Hypothetical Information About the Basket
|
The following graph illustrates the hypothetical daily historical performance of the basket from December 15, 2015 through December 15, 2025 based on information from the Bloomberg Professional® service ("Bloomberg"), if the value of the basket were set to equal 100 on December 15, 2015. The hypothetical historical performance reflects the performance the basket would have exhibited based on the actual historical performance of the basket components. Neither the hypothetical historical performance of the basket nor the actual historical performance of the basket components should be taken as indications of future performance. We cannot give you assurance that the performance of the basket will result in the return of your initial investment. All payments on the Trigger PLUS are subject to the credit risk of HSBC. |
| December 2025 | Page 10 |
Trigger PLUS Based on a Basket of Four Equity Indices due January 24, 2031
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Information About the Basket Components
The EURO STOXX 50® Index
The EURO STOXX 50® Index (the "SX5E") is derived from the EURO STOXX index and represents the performance of the 50 largest companies among the 20 supersectors in terms of free-float market capitalization in the Eurozone. The SX5E has a fixed number of components and is part of the STOXX blue-chip index family. The SX5E captures about 60% of the free-float market cap of the EURO STOXX Total Market Index (TMI).
For more information about the SX5E, see "The EURO STOXX 50® Index" beginning on page S-12 of the accompanying Equity Index Underlying Supplement.
Historical Information
The following graph sets forth the historical performance of the SX5E based on its daily historical official closing levels from December 15, 2015 through December 15, 2025. We obtained the official closing levels below from Bloomberg. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg. The historical levels of the SX5E should not be taken as an indication of future performance, and no assurance can be given as to the level of the SX5E on the valuation date.
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Historical Performance of the SX5E - Daily Official Closing Level December 15, 2015 through December 15, 2025 |
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| December 2025 | Page 11 |
Trigger PLUS Based on a Basket of Four Equity Indices due January 24, 2031
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
The Nikkei Stock Average
The Nikkei Stock Average ("NKY") is a stock index that measures the composite price performance of selected Japanese stocks. The NKY measures the 225 underlying stocks trading on the Tokyo Stock Exchange ("TSE"). The underlying stocks are all listed in the First Section of the TSE, which represents the most actively traded stocks on the TSE. The NKY is also commonly referred to as the Nikkei 225.
For more information about the NKY, see "The Nikkei Stock Average" beginning on page S-33 of the accompanying Equity Index Underlying Supplement.
Historical Information
The following graph sets forth the historical performance of the NKY based on its daily historical official closing levels from December 15, 2015 through December 15, 2025. We obtained the official closing levels below from Bloomberg. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg. The historical levels of the NKY should not be taken as an indication of future performance, and no assurance can be given as to the level of the NKY on the valuation date.
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Historical Performance of the NKY- Daily Official Closing Levels December 15, 2015 through December 15, 2025 |
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| December 2025 | Page 12 |
Trigger PLUS Based on a Basket of Four Equity Indices due January 24, 2031
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
The FTSE® 100 Index |
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The UKX is a capitalization-weighted index of the 100 most highly capitalized companies traded on the London Stock Exchange. The equities use an investibility weighting in the index calculation. The UKX was developed with a base level of 1,000 as of December 30, 1983. |
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For more information about the UKX, see "The FTSE® 100 Index" beginning on page S-16 of the accompanying Equity Index Underlying Supplement. |
Historical Information
The following graph sets forth the historical performance of the UKX based on its daily historical official closing levels from December 15, 2015 through December 15, 2025. We obtained the official closing levels below from Bloomberg. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg. The historical levels of the UKX should not be taken as an indication of future performance, and no assurance can be given as to the level of the UKX on the valuation date.
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Historical Performance of the UKX - Daily Official Closing Levels December 15, 2015 through December 15, 2025 |
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| December 2025 | Page 13 |
Trigger PLUS Based on a Basket of Four Equity Indices due January 24, 2031
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
The MSCI Emerging Markets Index
The MSCI Emerging Markets Index (the "MXEF") offers a representation of emerging markets based on the following countries as of November 28, 2025: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Kuwait, Malaysia, Mexico, Peru, Philippines, Poland, Qatar, Saudi Arabia,, South Africa, Taiwan, Thailand, Turkey and United Arab Emirates The MSCI EM Index aims to capture 85% of the free float-adjusted market capitalization in each country.
For more information about the MSCI Emerging Markets Index, see "The MSCI Indices" beginning on page S-23 of the accompanying Equity Index Underlying Supplement.
Historical Information
The following graph sets forth the historical performance of the MXEF based on its daily historical official closing levels from December 15, 2015 through December 15, 2025. We obtained the official closing levels below from Bloomberg. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg. The historical levels of the MXEF should not be taken as an indication of future performance, and no assurance can be given as to the level of the MXEF on the valuation date.
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Historical Performance of the MXEF- Daily Official Closing Levels December 15, 2015 through December 15, 2025 |
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| December 2025 | Page 14 |
Trigger PLUS Based on a Basket of Four Equity Indices due January 24, 2031
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
Additional Information About the Trigger PLUS
Please read this information in conjunction with the summary terms on the front cover of this document.
| General Information | |
| Listing: | The Trigger PLUS will not be listed on any securities exchange. |
| CUSIP: | 40447DWK0 |
| ISIN: | US40447DWK08 |
| Minimum ticketing size: | $1,000 / 1 Trigger PLUS |
| Denominations: | $1,000 per Trigger PLUS and integral multiples thereof |
| Interest: | None |
| Tax considerations: |
There is no direct legal authority as to the proper tax treatment of the Trigger PLUS, and therefore significant aspects of the tax treatment of the Trigger PLUS is uncertain as to both the timing and character of any inclusion in income in respect of the Trigger PLUS. Under one approach, the Trigger PLUS could be treated as pre-paid executory contracts with respect to the basket components. We intend to treat the Trigger PLUS consistent with this approach. Pursuant to the terms of the Trigger PLUS, you agree to treat the Trigger PLUS under this approach for all U.S. federal income tax purposes. Subject to the limitations described therein, and based on certain factual representations received from us, in the opinion of our special U.S. tax counsel, Mayer Brown LLP, it is reasonable to treat the Trigger PLUS as pre-paid executory contracts with respect to the basket components. Pursuant to this approach, we do not intend to report any income or gain with respect to the Trigger PLUS prior to maturity or an earlier sale or exchange and we intend to treat any gain or loss upon maturity or an earlier sale or exchange as long-term capital gain or loss, provided that you have held the Trigger PLUS for more than one year at such time for U.S. federal income tax purposes. In Notice 2008-2, the Internal Revenue Service and the Treasury Department requested comments as to whether the purchaser of certain securities (which may include the Trigger PLUS) should be required to accrue income during its term under a mark-to-market, accrual or other methodology, whether income and gain on such a security or contract should be ordinary or capital and whether foreign holders should be subject to withholding tax on any deemed income accrual. Accordingly, it is possible that regulations or other guidance could provide that a U.S. holder (as defined under "U.S. Federal Income Tax Considerations" in the accompanying prospectus supplement) of a Trigger PLUS is required to accrue income in respect of the Trigger PLUS prior to the receipt of payments under the Trigger PLUS or its earlier sale or exchange. Moreover, it is possible that any such regulations or other guidance could treat all income and gain of a U.S. holder in respect of a PLUS as ordinary income (including gain on a sale or exchange). Finally, it is possible that a non-U.S. holder (as defined under "U.S. Federal Income Tax Considerations" in the accompanying prospectus supplement) of the Trigger PLUS could be subject to U.S. withholding tax in respect of a PLUS. It is unclear whether any regulations or other guidance would apply to the Trigger PLUS (possibly on a retroactive basis). Prospective investors are urged to consult with their tax advisors regarding Notice 2008-2 and the possible effect to them of the issuance of regulations or other guidance that affects the U.S. federal income tax treatment of the Trigger PLUS. We will not attempt to ascertain whether any of the entities whose stock is included in the basket components would be treated as a passive foreign investment company (a "PFIC") or United States real property holding corporation (a "USRPHC"), both as defined for U.S. federal income tax purposes. If one or more of the entities whose stock is included in the basket components were so treated, certain adverse U.S. federal income tax consequences might apply to a U.S. holder or non-U.S. holder, as the case may be. You should refer to information filed with the SEC and other authorities by the entities whose stock is included in the basket components and consult your tax advisor regarding the possible consequences to you if one or more of the entities whose stock is included in the basket components is or becomes a PFIC or a USRPHC. |
| December 2025 | Page 15 |
Trigger PLUS Based on a Basket of Four Equity Indices due January 24, 2031
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
|
A "dividend equivalent" payment is treated as a dividend from sources within the United States and such payments generally would be subject to a 30% U.S. withholding tax if paid to a non-U.S. holder. Under U.S. Treasury Department regulations, payments (including deemed payments) with respect to equity-linked instruments ("ELIs") that are "specified ELIs" may be treated as dividend equivalents if such specified ELIs reference an interest in an "underlying security," which is generally any interest in an entity taxable as a corporation for U.S. federal income tax purposes if a payment with respect to such interest could give rise to a U.S. source dividend. However, Internal Revenue Service guidance provides that withholding on dividend equivalent payments will not apply to specified ELIs that are not delta-one instruments and that are issued before January 1, 2027. Based on the Issuer's determination that the Trigger PLUS are not "delta-one" instruments, non-U.S. holders should not be subject to withholding on dividend equivalent payments, if any, under the Trigger PLUS. However, it is possible that the Trigger PLUS could be treated as deemed reissued for U.S. federal income tax purposes upon the occurrence of certain events affecting the basket components or the Trigger PLUS, and following such occurrence the Trigger PLUS could be treated as subject to withholding on dividend equivalent payments. Non-U.S. holders that enter, or have entered, into other transactions in respect of the basket components or the Trigger PLUS should consult their tax advisors as to the application of the dividend equivalent withholding tax in the context of the Trigger PLUS and their other transactions. If any payments are treated as dividend equivalents subject to withholding, we (or the applicable paying agent) would be entitled to withhold taxes without being required to pay any additional amounts with respect to amounts so withheld. Under current law, while the matter is not entirely clear, individual non-U.S. holders, and entities whose property is potentially includible in those individuals' gross estates for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers), should note that, absent an applicable treaty benefit, the Trigger PLUS is likely to be treated as U.S. situs property, subject to U.S. federal estate tax. These individuals and entities should consult their tax advisors regarding the U.S. federal estate tax consequences of investing in the Trigger PLUS. For a further discussion of U.S. federal income tax consequences related to the Trigger PLUS, see the section "U.S. Federal Income Tax Considerations" in the accompanying prospectus supplement. |
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| Calculation agent: | HSBC USA Inc. or one of its affiliates. |
| Events of default and acceleration: |
If the Trigger PLUS have become immediately due and payable following an event of default (as defined in the accompanying prospectus) with respect to the Trigger PLUS, the calculation agent will determine the accelerated payment at maturity due and payable in the same general manner as described in "payment at maturity" in this free writing prospectus. In such a case, the third scheduled trading day preceding the date of acceleration will be used as the valuation date for purposes of determining the accelerated final value. If a market disruption event exists with respect to one or more of the basket components on that scheduled trading day, then the accelerated valuation date will be postponed as to the applicable basket component(s) for up to five scheduled trading days (in the same general manner used for postponing the originally scheduled valuation date). The accelerated maturity date will be the third business day following such accelerated postponed valuation date For more information, see "Description of Debt Securities - Senior Debt Securities - Events of Default" in the accompanying prospectus. |
| Supplemental plan of distribution (conflicts of interest): |
Pursuant to the terms of a distribution agreement, HSBC Securities (USA) Inc., an affiliate of HSBC, will purchase the Trigger PLUS from HSBC for distribution to Morgan Stanley Wealth Management. HSBC Securities (USA) Inc. will act as agent for the Trigger PLUS and will receive a fee of $35.00 per $1,000 stated principal amount and will pay Morgan Stanley Wealth Management a fixed sales commission of $30.00 for each Trigger PLUS they sell. Of the $35.00 per $1,000 stated principal amount received by HSBC Securities (USA) Inc., acting as agent for HSBC, HSBC Securities (USA) Inc. will pay Morgan Stanley Wealth Management a structuring fee of $5.00 for each Trigger PLUS. In addition, HSBC Securities (USA) Inc. or another of its affiliates or agents may use the pricing supplement to which this free writing prospectus relates in market-making transactions after the initial sale of the Trigger PLUS, but is under no obligation to make a market in the Trigger PLUS and may discontinue any market-making activities at any time without notice. We expect that delivery of the Trigger PLUS will be made against payment for the Trigger PLUS on or about the original issue date set forth on the cover page of this document, which is more than one business day following the trade date. Under Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in one business day, unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Trigger PLUS more than one business day prior to the original issue date will be required to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement, and should consult their own advisors. |
| December 2025 | Page 16 |
Trigger PLUS Based on a Basket of Four Equity Indices due January 24, 2031
Performance Leveraged Upside SecuritiesSM
Principal at Risk Securities
| See "Supplemental Plan of Distribution (Conflicts of Interest)" on page S-87 in the prospectus supplement. | |
| Where you can find more information: |
This free writing prospectus relates to an offering of the Trigger PLUS linked to the basket components identified on the cover page. The purchaser of the Trigger PLUS will acquire a senior unsecured debt security of HSBC USA Inc. We reserve the right to withdraw, cancel or modify this offering and to reject orders in whole or in part. Although the offering of Trigger PLUS relates to the basket components identified on the cover page, you should not construe that fact as a recommendation as to the merits of acquiring an investment linked to the basket components or any stocks included in the basket components or as to the suitability of an investment in the Trigger PLUS. HSBC has filed a registration statement (including a prospectus, a prospectus supplement and an Equity Index Underlying Supplement) with the SEC for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus, prospectus supplement and Equity Index Underlying Supplement in that registration statement and other documents HSBC has filed with the SEC for more complete information about HSBC and this offering. You may get these documents for free by visiting EDGAR on the SEC's web site at www.sec.gov. Alternatively, HSBC Securities (USA) Inc. or any dealer participating in this offering will arrange to send you the prospectus, prospectus supplement and Equity Index Underlying Supplement if you request them by calling toll-free 1-866-811-8049. You should read this document together with the prospectus dated February 21, 2024, the prospectus supplement dated February 21, 2024 and the Equity Index Underlying Supplement dated February 21, 2024. If the terms of the Trigger PLUS offered hereby are inconsistent with those described in the accompanying prospectus supplement, prospectus, or Equity Index Underlying Supplement, the terms described in this free writing prospectus shall control. You should carefully consider, among other things, the matters set forth in "Risk Factors" herein, beginning on page S-1 of the accompanying Equity Index Underlying Supplement and page S-1 of the accompanying prospectus supplement, as the Trigger PLUS involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the Trigger PLUS. As used herein, references to the "Issuer", "HSBC", "we", "us" and "our" are to HSBC USA Inc. You may access these documents on the SEC web site at www.sec.gov as follows: The Equity Index Underlying Supplement at: https://www.sec.gov/Archives/edgar/data/83246/000110465924025885/tm244959d3_424b2.htm The prospectus supplement at: https://www.sec.gov/Archives/edgar/data/83246/000110465924025878/tm244959d1_424b2.htm The prospectus at: https://www.sec.gov/Archives/edgar/data/83246/000110465924025864/tm244959d13_424b3.htm |
This document provides a summary of the terms and conditions of the Trigger PLUS. We encourage you to read the accompanying Equity Index Underlying Supplement, prospectus supplement and prospectus for this offering, which can be accessed via the hyperlinks on the front page of this document.
"Performance Leveraged Upside SecuritiesSM" and "PLUSSM" are service marks of Morgan Stanley.
| December 2025 | Page 17 |
HSBC USA Inc. published this content on December 17, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 17, 2025 at 14:54 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]