UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June ~~April 25~~3, 2025 ~~(April 24, 2025)~~

~~__________________________________~~ Commission file number: 001-07436

~~Commission~~HSBC ~~File~~USA ~~Number 001-07436~~INC.

HSBC USA Inc.

(Exact name of registrant as specified in its charter)

Maryland	13-2764867	~~13-2764867~~
(State of incorporation)	(IRS Employer Identification Number)	~~(I.R.S. Employer Identification No.)~~
66 Hudson Boulevard, New York, New York	10001	~~10001~~
(Address of principal executive offices)	(Zip Code)	~~(Zip Code)~~

(212) 525-5000

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
$100,000,000 Zero Coupon Callable Accreting Notes due January 15, 2043	HUSI/43	New York Stock Exchange

$50,000,000 Zero Coupon Callable Accreting Notes due January 29, 2043	HUSI/43A	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐¨

~~HSBC~~Item ~~USA~~8.01. ~~INC~~Other Events.

~~Item~~On 5June 3, 2025, HSBC USA Inc.03 (the "Company") completed its public offering of $900,000,000 aggregate principal amount of the Company's 4.650% ~~Amendments~~Senior Notes due 2028 (the "Fixed Rate Notes") and $350,000,000 aggregate principal amount of the Company's Floating Rate Senior Notes due 2028 (the "Floating Rate Notes" and, together with the Fixed Rate Notes, the "Notes"), pursuant to ~~Articles~~an underwriting agreement (the "Underwriting Agreement"), dated May 27, 2025, between the Company and HSBC Securities (USA) Inc. as representative of ~~Incorporation~~the orseveral ~~Bylaws;~~underwriters ~~Change~~listed intherein. The ~~Fiscal~~Notes ~~Year~~were issued pursuant to an Indenture, dated as of March 31, 2009 (the "Base Indenture"), as supplemented by the First Supplemental Indenture, dated as of March 22, 2012 (the "First Supplemental Indenture") and the Fourth Supplemental Indenture, dated as of February 21, 2024 (the "Fourth Supplemental Indenture" and together with the Base Indenture and the First Supplemental Indenture, the "Indenture"), between the Company and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as Indenture trustee. The Notes have been registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3 (File No. 333-277211) (the "Registration Statement").

OnThe ~~April 24,~~foregoing ~~2025,~~description of the ~~Board~~Underwriting ofAgreement, ~~Directors~~Notes ofand other ~~HSBC~~documents ~~USA~~relating ~~Inc.~~to ~~(the~~this ~~"Board")~~transaction ~~approved~~does annot ~~amendment~~purport to be complete and ais ~~restatement~~qualified ofin its ~~bylaws~~entirety (by reference to the ~~"Bylaws")~~full text of these securities and documents, forms or copies of which ~~were~~are ~~effective~~attached ~~immediately~~as ~~upon~~exhibits ~~such~~to ~~approval~~this Current Report on Form 8-K and are incorporated herein by reference. The Base Indenture, the ~~Board~~First Supplemental Indenture and the Fourth Supplemental Indenture were filed as exhibits to the Registration Statement.

The Bylaws were amended to: (i) be gender neutral (i.e., "Chairman" has been updated to "Chair" and "his/her" to "their") and (ii) provide additional flexibility in Board succession planning by providing that "[a]ppointments of non-executive directors shall expire on the third anniversary of their appointment date [new language in italics] or at the first annual meeting of the stockholders which falls either on or following the third anniversary from the appointment date."

The foregoing summary is qualified in its entirety by reference to the Bylaws, which are attached as Exhibit 3.2 hereto and are incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
3.2						Bylaws of HSBC USA Inc., as amended and restated, effective April 24, 2025
104						Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

The following exhibits are incorporated by reference into the Registration Statement thereto and are filed as part of this Current Report:

Exhibit No.		Description
1.1		Underwriting Agreement dated May 27, 2025
4.1		Form of 4.650% Senior Notes due 2028
4.2		Form of Floating Rate Senior Notes due 2028
5.1		Opinion of Mayer Brown LLP
5.2		Opinion of DLA Piper LLP (US)
23.1		Consent of Mayer Brown LLP (included in Exhibit 5.1)
23.2		Consent of DLA Piper LLP (US) (included in Exhibit 5.2)
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

~~HSBC USA INC.~~SIGNATURES

~~Signatures~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	HSBC USA Inc. (Registrant)

	By:	/s/ Andrew Fullam
	Name:	Andrew Fullam
	Title:	Chief Financial Officer

Dated June 3, 2025

Date: April 25, 2025

HSBC USA INC. By: /s/ CURTIS TAO Curtis Tao Senior Executive Vice President and General Counsel

Filing Compare · HSBC USA INC /MD/